UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

For the fiscal year ended: September 30, ~~2024~~2025

☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Commission File Number: 000-55613

VoIP-PAL.COM INC.

(Exact name of Registrant as specified in its charter)

Nevada		980184110
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

7215 Bosque Boulevard, Suite 102

Waco, TX 76710-4020

(Address of principal executive offices)

954-495-4600

(Registrant’s telephone number, including area code)

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

Common Stock, $0.001 par value

(Title of class)

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐ No ☒

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

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

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

The market value of the voting stock held by non-affiliates was $101,208,134 based on 2,381,367,863 shares held by non-affiliates. These computations are based upon the closing sales price of $0.0199 per share of the Company on OTC Markets, Inc. on March 31, 2023.

Indicate the number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:

Class		Outstanding as of December 2319, ~~2024~~2025
Common Stock, $0.001 par value per share		3,~~624~~755,~~945~~305,~~275~~519

TABLE OF CONTENTS

Item 1.	Business.	3
Item 1A.	Risk Factors.	9
Item 1C.	Cybersecurity.	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1011
Item 6.	Selected Financial Data	1112
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1213
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1415
Item 8.	Financial Statements and Supplementary Data.	1516
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3237
Item 9A.	Controls and Procedures	3337
Item 9B.	Other Information	3337
Item 10.	Directors, Executive Officers and Corporate Governance	3438
Item 11.	Executive Compensation	3438
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3539
Item 13.	Certain Relationships and Related Transactions	3539
Item 14.	Principal Accounting Fees and Services	3539
Item 15.	Financial Statements and Exhibits	3640

PART I

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

In this Annual Report, references to “VoIP-Pal,” “VPLM,” the “Company,” “we,” “us,” and “our” refer to VoIP-Pal.Com Inc., the Registrant.

This Annual Report on Form 10-K (this “Annual Report” or this “Report”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, included in this Annual report are forward looking statements, including, without limitation, statements regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements may be, but are not always, identified by their use of terms and phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” “could” and “potential,” and similar terms and phrases, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements. You should consider carefully the risks described under the “Risk Factors” section of this Annual Report and other sections of this report, which describe factors that could cause our actual results to differ from those anticipated in the forward-looking statements. All forward-looking statements are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Annual Report. Other than as required under the securities laws, we do not assume a duty to update these forward-looking statements, whether because of new information, subsequent events or circumstances, changes in expectations or otherwise.

Item 1. Business.

The Company was incorporated in the state of Nevada in September 1997 as All American Casting International, Inc. and changed its name to VOIP MDU.com in 2004 and subsequently to VoIP-Pal.Com Inc. in 2006. Since March 2004, the Company has been in the development stage of becoming a Voice-over-Internet Protocol (“VoIP”) re-seller, a provider of a proprietary transactional billing platform tailored to the points and air mile business, and a provider of anti-virus applications for smartphones.

In 2013, Voip-Pal acquired Digifonica International (DIL) Limited (“Digifonica”), to fund and co-develop Digifonica’s patent suite. Digifonica had been founded in 2003 with the vision that the internet would be the future of all forms of telecommunications - a team of top twenty engineers with expertise in Linux and Internet telephony developed and wrote a software suite with applications that provided solutions for several core areas of internet connectivity. In order to properly test the applications, Digifonica built and operated three production nodes in Vancouver, Canada (Peer 1), London, UK (Teliasonera), and Denmark. Upon successfully developing the technology, Digifonica filed for patents with the United States Patent and Trademark Office (“USPTO”).

The Digifonica patents formed the basis for Voip-Pal’s current intellectual property, now a worldwide portfolio of issued and pending patents primarily designed for the broadband VoIP market.

The Issuer’s primary and secondary SIC Codes are 4813 and 4899.

The Issuer’s fiscal year end date is September 30.

Principal Products or Services

VoIP-PAL owns a worldwide portfolio of issued patents covering numerous inventions, including, but not limited to the following technology areas:

	1.	classification and routing of communications over different networks and over geographically distributed nodes;
	2.	lawful intercept of such communications;
	3.	enhanced emergency calling support (e.g., E911);
	4.	mobile gateways;
	5.	uninterrupted transmission during endpoint changes; and
	6.	metering and billing, including the reselling of “white label” telecommunication services.

VoIP-PAL continues to have some patent applications pending.

VoIP-Pal is actively pursuing patent infringement lawsuits in Waco, Texas, against several Fortune 500 companies, alleging that these companies are utilizing its patented technologies without authorization. Additionally, VoIP-Pal is engaged in two antitrust lawsuits: one filed directly by VoIP-Pal and another as part of a class action, with VoIP-Pal as a lead plaintiff, against several Fortune 500 companies. Both lawsuits allege antitrust violations related to practices VoIP-Pal views as restrictive to fair competition in the telecommunications industry.

VoIP-Pal’s Patent Portfolio

A brief summary of the Company’s patents is provided below, focusing primarily on patents which have been issued in the U.S. (however only limited discussion is provided regarding the Company’s related pending U.S. patent applications and foreign patent assets). The brief summaries below are provided for convenience only and without prejudice to the Company’s rights; it will be appreciated that the scope of the Company’s patents can only be discerned by conducting a full legal analysis under the applicable legal standards and is subject to Court decisions.

VoIP-PAL’s patent portfolio covers the following technologies:

1.	Classification/routing of communications

	●	U.S. Patent Nos. 8,542,815; 9,179,005; 9,537,762; 9,813,330; 9,826,002; 9,935,872; 9,948,549; European Patent No. 2,084,868; Indian Patent No. 287,412, Brazil Patent No. PI 0718312-7, and Canadian Patents 2,668,025; 3,032,707; 3,045,672; 3,045,681; 3,045,683; 3,045,694, among others, generally relate to classification/routing of communications.

	●	The ‘815 Patent was the subject of four Inter Partes Review (IPR) challenges before the U.S. Patent Office by Apple, Unified Patents, and AT&T Services, one of which was instituted and resulted in a final written decision confirming the patentability of all challenged claims. The ‘005 Patent was the subject of four IPR challenges by Apple and AT&T Services, one of which was instituted and resulted in a final written decision confirming the patentability of all challenged claims. The ‘762, ‘330, ‘002 and ‘549 Patents were each subject to IPR challenges by Apple, but none of these IPRs was instituted. However, some of the claims of each of these patents been found patent-ineligible in court proceedings under §101.

	●	Brief descriptions of these patents are provided below.

1.1 U.S. Patent No. 8,542,815, issued September 24, 2013, generally relates to, among other things, classifying a call as pertaining to a public network or a private network based on a match of one or more attributes associated with a caller and an identifier associated with a callee and network classification criteria.

1.2 U.S. Patent No. 9,179,005, issued November 3, 2015, generally relates to, among other things, routing communications by producing a public or private routing message based on a classification criteria of one or more attributes associated with a caller and an identifier associated with a callee.

1.3 U.S. Patent No. 9,537,762, issued January 3, 2017, generally relates to, among other things, classifying a communication as pertaining to a first or second network based on attributes associated with a first participant to the communication and classification criteria which may include whether a second participant to the communication is registered with the system.

1.4 U.S. Patent No. 9,813,330, issued November 7, 2017, generally relates to, among other things, classifying a communication as a system communication or external network communication based at least in part on comparing attributes associated with a first participant in a communication with an identifier associated with a second participant.

1.5 U.S. Patent No. 9,826,002, issued November 21, 2017, generally relates to, among other things, classifying a communication as a system communication or external network communication based at least in part on a new second participant identifier produced by processing a second participant identifier based on a first participant’s attributes.

1.6 U.S. Patent No. 9,948,549, issued on April 17, 2018, generally relates to, among other things, classifying a communication as a system communication or external network communication and producing a routing message based at least in part on a new second participant identifier produced by processing a second participant identifier based on a first participant’s attributes.

1.7 U.S. Patent No. 9,935,872, issued April 3, 2018, generally relates to, among other things, using at least one first participant attribute to determine whether a communication initiated from a first participant device to a second participant device is allowed to proceed, and if it is allowed to proceed, whether it should be routed to its destination via a first network element or a second network element.

1.8 U.S. Patent No. 10,218,606, issued February 26, 2019, relates to, among other things, processing at least one first participant attribute and a second participant identifier to determine whether a communication initiated from a first participant device to a second participant device in a packet switched or Internet Protocol (IP) based communication system can be routed using either a local cluster/node or a remote cluster/node.

1.9 European Patent No. 2,084,868, granted May 30, 2018, relates to, among other things, the classification/routing of communications and is similar to the counterpart U.S. patents directed to this subject matter (see descriptions of U.S. patents above).

1.10 Indian Patent No. 287,412, granted September 15, 2017, relates to, among other things, the classification/routing of communications and is similar to the counterpart U.S. patents directed to this subject matter (see descriptions of U.S. patents above).

1.11 Indonesian Patent No. IDP000040412 similarly relates to classification/routing (see above patent descriptions).

1.12 Brazil Patent No. PI 0718312-7, granted May 19, 2020, similarly relates to classification/routing (see above).

1.13 Canadian Patent No. 2,668,025, issued February 25, 2020, relates to classification/routing, similarly to the counterpart U.S. patents described above.

1.14 Canadian Patent No. 3,045,672, issued January 19, 2021, relates to classification/routing, similarly to the counterpart U.S. patents described above.

1.15 Canadian Patent No. 3,032,707, issued February 9, 2021, relates to classification/routing, similarly to the counterpart U.S. patents described above.

1.16 Canadian Patent No. 3,045,694, issued September 7, 2021, relates to classification/routing, similarly to the counterpart U.S. patents described above.

1.17 Canadian Patent No. 3,045,681, issued October 12, 2021, relates to classification/routing, similarly to the counterpart U.S. patents described above.

1.18 Canadian Patent No. 3,045,683, issued October 26, 2021, relates to classification/routing, similarly to the counterpart U.S. patents described above.

2.	Lawful intercept

	●	U.S. Patent Nos. 8,422,507; 9,143,608; 9,549,071; and 10,038,779, Canadian Patent No. 2,670,510 and European Patent No. 2,090,024 generally relate to, for example, lawfully intercepting Voice Over IP (VoIP) and other data communications (e.g., when required by law enforcement agencies).

	●	None of these patents are currently asserted in litigation.

2.1 U.S. Patent No. 8,422,507, issued April 16, 2013, applies, for example, to lawful intercept scenarios in which communications originating in an Internet Protocol (IP) network system from a subscriber to another party occur through a media relay, where information associated with the subscriber profile meets intercept criteria, such that a routing message is produced to cause the media relay to send a copy of the communications to a mediation device.

2.2 U.S. Patent No. 9,143,608, issued September 22, 2015, applies, for example, to lawful intercept scenarios in which communications originating in an Internet Protocol (IP) network system from a subscriber to another party occur through a media relay, and where a profile associated with the subscriber includes intercept determination information and destination information indicating where to send monitored communications. For example, when intercept criteria are met, at least some of the intercept determination information and the destination information are included in a routing message.

2.3 U.S. Patent No. 9,549,071, issued January 17, 2017, generally relates to, among other things, lawfully intercepting Internet Protocol (IP) communications between a first party and a second party, where a profile associated with the first or second party includes intercept determination information and destination information for one of the first or second party that is to be monitored, the destination information indicating where to send the monitored communications. For example, when an intercept criterion is met, at least some of the intercept determination information and the destination information is included in a routing message.

2.4 U.S. Patent No. 10,038,779, issued July 31, 2018, generally relates to lawfully intercepting VoIP or other data communications between a first party and a second party, based on an intercept request message that contains (a) an identification of at least one party whose communications are to be monitored, (b) intercept determination information, and (c) destination information indicating where copies of intercepted communications are to be sent. For example, when an intercept criterion is met, at least some intercept determination information and destination information is included in a routing message.

2.5 Canadian Patent No. 2,670,510, granted December 22, 2020, also relates to lawful intercept of communication.

2.6 European Patent No. 2,090,024, granted March 4, 2020, similarly relates to lawful intercept of communications.

3.	Mobile gateway

	●	U.S. Patent No. 8,630,234, U.S. Patent No. 10,880,721, European Patent 2,311,292, and Canadian Patent No. 2,732,148 generally relate to, among other things, methods for channeling communications into distributed VoIP gateways (e.g., allowing roaming mobile devices to establish communications using optimal infrastructure based on a location associated with the mobile devices).

	●	The litigation status of these patents is described elsewhere in this report.

3.1 U.S. Patent No. 8,630,234, issued January 14, 2014, generally relates to, among other things, a method of roaming with a mobile phone. For example, the mobile phone could receive an access code reply message from the access server that includes a temporary access code allowing the mobile phone to initiate a call to the callee using the access code, allowing the mobile phone to avoid incurring long-distance roaming charges. The access code may be a phone number or an IP address.

3.2. U.S. Patent No. 10,880,721, issued December 29, 2020, relates among other things, to apparatuses, servers and methods for providing an access code (e.g., IP address) to roaming mobile communication devices such as smartphones, to enable access to suitable communication routing infrastructure, wherein the selection of the communication channel for a call can be optimized based on the calling device’s location.

3.3 Canadian Patent No. 2,732,148, issued April 25, 2018, is directed to, among other things, subject-matter similar to the counterpart U.S. patents (see description above).

3.4 European Patent No. 2,311,292, issued December 16, 2020, is directed to subject-matter similar to the counterpart U.S. patents above.

4.	Emergency assistance calling

	●	U.S. Pat. Nos. 8,537,805 and 9,565,307 and Canadian Patent No. 2,681,984 generally relate to emergency assistance calling and are applicable, for example, to certain E911 scenarios.

	●	None of these patents are currently asserted in litigation.

4.1 U.S. Patent No. 8,537,805, issued September 17, 2013, relates to, among other things, handling emergency calls from a caller in a voice over IP (VoIP) system. The ‘805 Patent could apply, for example, when a routing request message is received and the contents of an emergency call identifier field of a profile match the callee identifier. In this example, if the caller identifier is not associated with a pre-associated identifier, a temporary identifier is associated with the caller. When the emergency call flag is active, for example, a routing message establishes a route between the caller and an emergency response center, the routing message including an emergency response center identifier from a profile associated with the caller and the DID identifier associated with the caller.

4.2 U.S. Patent No. 9,565,307, issued February 7, 2017, relates to, among other things, routing emergency communications. The ‘307 Patent could apply, for example, when a routing request includes the caller identifier and the callee identifier, and where the caller identifier identifies a profile associated with the caller that includes an emergency call identifier (e.g., “911”) and an emergency response center identifier. In this example, when the callee identifier matches the emergency call identifier, a routing message establishes the call, the routing message having a first portion including the emergency response center identifier and a second portion, which portion may include either a temporary or pre-assigned identifier associated with the caller, for example.

4.3 Canadian Patent No. 2,681,984, issued April 2, 2019 also relates to routing emergency communications.

4.4 U.S. Patent No. 11,172,064 relates to similar subject matter. An Issue Notification has been received from the U.S. Patent Office indicating that U.S. Patent No. 11,172,064 will issue on November 9, 2021.

5.	Allocating charges

	●	U.S. Patent Nos. 8,774,378 and 9,998,363 both generally relate to allocating charges for communication services.

	●	None of these patents are currently asserted in litigation.

5.1 U.S. Patent No. 8,774,378, issued July 8, 2014, could apply, for example, to scenarios where a communication system operator and a reseller of communication services allocate charges incurred by a user. In this example, the process for attributing charges may involve determining a user cost based on a chargeable time and free time associated with the user, where the chargeable time is based on communication session time and a pre-defined billing pattern—then account balances for the user, reseller and system operator are updated accordingly.

5.2 U.S. Patent No. 9,998,363, issued June 12, 2018, relates to, among other things, attributing charges for communications services provided in a communications system for a communication session between a user’s device and a destination device.

5.3 Canadian Patent No. 2,916,220, granted November 26, 2019, also relates to allocating charges.

6.	Determining a time for permitting a communication session

●

None of these patents are currently asserted in litigation.

6.1 U.S. Patent No. 9,137,385, issued September 15, 2015, generally relates to, among other things, determining a time for permitting a communication session to be conducted (e.g., a time-to-live or TTL).

6.2 Canadian Patent No. 2,916,217, issued April 16, 2019, also relates to determining a time for permitting a communication session to be conducted (e.g., a time-to-live or TTL).

6.3. U.S. Patent No. 11,171,864 relates to similar subject matter. An Issue Notification has been received from the U.S. Patent Office indicating that U.S. Patent No. 11,171,864 will issue on November 9, 2021.

7.	Uninterrupted transmission during endpoint changes

	●	U.S. Patent Nos. 8,675,566; 9,154,417; 10,021,729; European Patent No. 2478678; and Canadian Patent No. 2,812,174 all generally relate to, among other things, uninterrupted transmission during endpoint changes (e.g., station handoffs).

	●	None of these patents are currently asserted in litigation.

7.1 U.S. Patent No. 8,675,566, issued March 18, 2014, generally relates to, among other things, uninterrupted transmission of internet protocol (IP) transmissions during endpoint changes.

7.2 U.S. Patent No. 9,154,417, issued October 6, 2015, generally relates to, among other things, uninterrupted transmission, where in response to an IP transmission at a media relay, a session information record is processed in a certain manner.

7.3 U.S. Patent No. 10,021,729, issued July 10, 2018, generally relates to, among other things, facilitating an uninterrupted internet protocol (IP) communication session, involving internet protocol transmissions between a first entity and a second entity, during endpoint changes.

7.4 European Patent No. 2,478,678 and Canadian Patent No. 2,812,174 relate to subject matter similar to the aforesaid U.S. patents (see above descriptions).

NOTE BENE: While the above generalized descriptions of the Company’s patents have been provided for convenience, they are provided merely as a rough guide and are not intended to fully characterize the scope of the Company’s legal rights. Reviewers are therefore advised to conduct their own legal analysis of the Company’s patents and not merely to rely on the above cursory descriptions.

Amount Spent on Research and Development

For the two years ended September 30, ~~2024~~2025 and ~~2023~~2024, the Company has incurred no research and development expenses.

Employees

We have ~~one~~no ~~full-time employee~~employees. The Company utilizes various consultants and contractors for other services.

Emerging Growth Company Status

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements for future filings.

In April 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other things:

	-	Exemptions for “emerging growth companies” from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies;

	-	Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934, as amended;

	-	Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;

	-	Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and

	-	Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

In general, under the JOBS Act a company is an “emerging growth company” if its initial public offering (“IPO”) of common equity securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. We will retain “emerging growth company” status until the earliest of:

	(i)	the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,

	(ii)	the completion of the fiscal year of the fifth anniversary of the company’s IPO;

	(iii)	the company’s issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or

	(iv)	the company becoming a “larger accelerated filer” as defined under the Securities Exchange Act of 1934, as amended.

The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

Financial Disclosure. The financial disclosure in a registration statement filed by an “emerging growth company” pursuant to the Securities Act of 1933, as amended, will differ from registration statements filed by other companies as follows:

(i)

audited financial statements required for only two fiscal years (provided that “smaller reporting companies” such as the Company are only required to provide two years of financial statements);

(ii)

selected financial data required for only the fiscal years that were audited (provided that “smaller reporting companies” such as the Company are not required to provide selected financial data as required by Item 301 of Regulation S-K); and

(iii)

executive compensation only needs to be presented in the limited format now required for “smaller reporting companies”

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs to include audited financial statements for its two most current fiscal years with no required tabular disclosure of contractual obligations.

The JOBS Act also exempts the Company’s independent registered public accounting firm from having to comply with any rules adopted by the Public Company Accounting Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except as otherwise required by SEC rule.

The JOBS Act further exempts an “emerging growth company” from any requirement adopted by the PCAOB for mandatory rotation of the Company’s accounting firm or for a supplemental auditor report about the audit.

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company’s independent registered public accounting firm to file a report on the Company’s internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company’s internal control over financial reporting. Section 102(a) of the JOBS Act exempts “emerging growth companies” from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies with a class of securities registered under the Securities Exchange Act of 1934, as amended, to hold shareholder votes for executive compensation and golden parachutes.

Other Items of the JOBS Act. The JOBS Act also provides that an “emerging growth company” can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The JOBS Act also permits research reports by a broker or dealer about an “emerging growth company” regardless of whether such report provides sufficient information for an investment decision. In addition, the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of research reports on the “emerging growth company’s” IPOs.

Section 106 of the JOBS Act permits “emerging growth companies” to submit registration statements under the Securities Act of 1933, as amended, on a confidential basis provided that the registration statement and all amendments thereto are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow “emerging growth companies” to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a roadshow.

Election to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts “emerging growth companies” from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standard.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of the transition period. This may make comparison of the Company’s financial statements with any other public company which is not either an “emerging growth company” nor an “emerging growth company” which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” as described above. We cannot predict if investors will find our common stock less attractive because we will rely on some or all of these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. If we avail ourselves of certain exemptions from various reporting requirements, as is currently our plan, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less investor confidence.

Item 1A. Risk Factors.

The Company qualifies as a smaller reporting company and is not required to provide the information required by this Item.

Item 2 1C. ~~Properties~~Cybersecurity.

~~The Company~~Risk ~~does~~Management ~~not own any properties or facilities. The Company leases office space for operations~~ and ~~administrative purposes.~~Strategy

~~Item~~We recognize the critical importance of developing, 3.implementing, ~~Legal~~and ~~Proceedings~~maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

~~The Company~~Managing isMaterial ~~party~~Risks to& ~~the~~Integrated ~~following~~Overall Risk ~~legal proceedings:~~Management

~~Patent~~We have strategically integrated cybersecurity risk ~~Litigation~~management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.

~~The Company~~Oversee is Third-party ~~to patent and patent-related litigation cases as follows:~~Risk

i.Because ~~VoIP-Pal.com~~we ~~Inc.~~are v.aware ~~Amazon.com~~of the risks associated with third-party service providers, ~~Inc.~~we ethave ~~al.~~implemented ~~Case~~stringent Noprocesses to oversee and manage these risks. 6We conduct thorough security assessments of all third-~~20-cv-00272~~party inproviders ~~the~~before Uengagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards.S. ~~District~~The ~~Court,~~monitoring ~~Western~~includes ~~District~~annual assessments of ~~Texas~~the SOC reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.

~~In April~~Risks ~~2020,~~from ~~the~~Cybersecurity Company filed a lawsuit in the United States District Court, Western District of Texas, against Amazon.com, Inc. and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.Threats

~~ii.~~We ~~VoIP-Pal.com,~~have ~~Inc.~~not v.encountered ~~Verizon~~cybersecurity ~~Comms.,~~challenges ~~Inc.~~that have etmaterially ~~al.~~impaired ~~Case~~our ~~No.~~operations ~~6-21-cv-672~~or infinancial ~~the U~~standing.~~S. District Court, Western District of Texas~~

~~On September~~During ~~25, 2021,~~ the ~~Company~~year ~~filed~~ended aSeptember ~~lawsuit in the U.S. District Court~~30, ~~Western District of Texas~~2025, ~~against~~we ~~Verizon~~did ~~and related entities~~not ~~alleging~~identify ~~infringement~~any ofcybersecurity ~~U.S.~~threats ~~Patent~~that ~~Nos.~~have ~~8,630,234~~materially ~~and~~affected ~~10,880,721.~~or Onare ~~July~~reasonably ~~29,~~likely ~~2024,~~to ~~the~~materially ~~Court~~affect ~~issued~~our anbusiness ~~order granting T-Mobile’s motion for summary judgment of non-infringement. On August 15~~strategy, ~~2024, the Court entered final judgment of non-infringement. On August~~ ~~29,~~results ~~2024, Verizon filed a motion for attorneys’ fees. On September 12, 2024, VoIP-Pal filed a motion for reconsideration~~ of ~~the final judgment. On September 19~~operations, ~~Verizon~~or ~~filed~~financial ~~a motion for entry of bill of costs~~condition. ~~The case is pending.~~

~~iii~~Item 2. ~~VoIP-Pal~~Properties.~~com, Inc. v. T-Mobile US, Inc. et al. Case No. 6-21-cv-674 in the U.S. District Court, Western District of Texas~~

OnThe ~~September 25, 2021, the~~ Company ~~filed~~does anot ~~lawsuit~~own inany ~~the~~properties ~~U.S.~~or ~~District Court, Western District of Texas, against T-Mobile and related entities alleging infringement of U~~facilities.S. ~~Patent~~The ~~Nos.~~Company ~~8,630,234~~leases ~~and~~office ~~10,880,721.~~space ~~On July 29, 2024, the Court issued an order granting T-Mobile’s motion~~ for ~~summary~~operations judgment of non-infringement. On August 15, 2024, the Court entered final judgment of non-infringement. On September 12, 2024, VoIP-Pal filed a motion for reconsideration of the final judgment. On September 12, 2024, T-Mobile filed a motion for attorneys’ fees and ~~entry~~administrative ~~of bill of costs~~purposes. ~~The case is pending.~~

ivItem 3. ~~VoIP-Pal.com,~~Legal ~~Inc~~Proceedings. ~~v. T-Mobile USA, Inc. Case No. 6-24-cv-298 in the U.S. District Court, Western District of Texas~~

OnThe ~~May 20, 2024, the~~ Company ~~filed~~is aparty ~~lawsuit~~to in the ~~U.S.~~following ~~District~~legal Court, Western District of Texas, against T-Mobile alleging infringement of U.S. Patent Nos. 8,542,815, 9,179,005, and 10,218,606. On October 15, 2024, the Court dismissed the case based on VoIP-Pal filing a Notice of Voluntary Dismissal.proceedings:

~~v. VoIP-Pal.com, Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-299 in the U.S. District Court, Western District of Texas~~Patent Litigation

OnThe ~~May 20, 2024, the~~ Company ~~filed~~is aparty ~~lawsuit~~to inpatent ~~the U.S. District Court, Western District of Texas, against Verizon~~ and patent-related ~~entities alleging~~litigation ~~infringement~~cases ofas ~~U.S. Patent Nos. 8,542,815 and 9,179,005. On October 15, 2024, the Court dismissed the case based on VoIP-Pal filing a Notice of Voluntary Dismissal.~~follows:

~~Non~~i. VoIP-~~Patent Litigation~~Pal.com Inc. v. Amazon.com, Inc. et al. Case No. 6-20-cv-00272 in the U.S. District Court, Western District of Texas.

~~The~~In April 2020, the Company isfiled ~~party~~a lawsuit in the United States District Court, Western District of Texas, against Amazon.com, Inc. and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. On September 5, 2025, the Court granted the parties’ joint motion to ~~non-patent~~dismiss. ~~litigation~~The ~~cases~~case asis ~~follows:~~closed.

~~Locksmith Financial~~ii. ~~Corporation~~VoIP-Pal.com, Inc. ~~et al~~v. ~~(Plaintiff(s))~~Verizon ~~v VoIP-Pal~~Comms.~~com~~, Inc. et al. ~~(Defendant(s)) (~~Case No. A6-2021-~~807745~~cv-C)672 ~~filed~~ in ~~Clark~~the ~~County~~ U.S. District Court., Western District of Texas

On ~~January~~September 125, ~~2020~~2021, the ~~Plaintiffs~~Company filed ~~suit~~a lawsuit in ~~Nevada~~the U.S. District Court, ~~claiming~~Western ~~that~~District ~~they~~of ~~were owed 95~~Texas,~~832,000~~ ~~Voip-Pal~~against ~~common~~Verizon ~~shares~~and ~~from~~related entities aalleging ~~previous~~infringement ~~case~~of ~~involving~~U.S. ~~the~~Patent ~~Plaintiff~~Nos. 8,630,234 and 10,880,721. On July 29, 2024, the ~~Defendant~~Court ~~that~~issued ~~had~~an ~~been~~order ~~through~~granting aT-Mobile’s motion ~~jury~~for ~~trial~~summary injudgment ~~2019,~~of innon-infringement. ~~which~~On August 15, 2024, the ~~jury~~Court ~~had~~entered ~~made~~final anjudgment ~~award~~of non-infringement. On August to29, ~~the~~2024, ~~Plaintiff~~Verizon ~~that~~filed ~~was~~a ~~monetary~~motion ~~only,~~for ~~and~~attorneys’ ~~did~~fees. ~~not~~On ~~include~~September ~~said~~12, ~~shares~~2024, VoIP-Pal ~~following~~filed ~~the~~a ~~jury’s~~motion ~~decision~~for inreconsideration of the final ~~2019~~judgment. ~~trial~~On September 19, ~~the Plaintiff~~Verizon ~~accepted~~filed ~~the~~a ~~award~~motion ~~and~~for ~~waived~~entry ~~their~~of ~~right~~bill toof ~~appeal~~costs. ~~Voip-Pal~~On ~~vigorously~~August ~~disputed~~8, 2025, the ~~Plaintiff~~Court denied Verizon’s motion ~~2020~~for ~~claims~~attorneys’ onfees ~~the basis~~and ofgranted-in-part ~~claim~~its ~~preclusion~~motion ~~(the~~for ~~2020~~entry ~~claims~~of ~~were~~bill ~~addressed~~of incosts. On September 26, 2025, the ~~previous~~parties ~~action~~filed a instipulation ~~2019~~of ~~and~~dismissal ~~are~~with ~~now~~prejudice ~~precluded);~~of ~~that~~all ~~Plaintiffs’~~ claims ~~are~~with ~~untimely,~~each ~~and~~side ~~that~~to ~~the~~bear ~~Plaintiffs~~their noown ~~longer~~fees ~~have~~and ~~standing~~costs. toThe ~~bring~~case ~~their~~is ~~claims~~closed.

~~During the~~iii. ~~year ended September 30, 2022, the Court entered a judgment in favor of~~ VoIP-Pal.com, Inc. ~~and~~v. coT-~~defendants~~Mobile US, ~~dismissing~~Inc. ~~the~~et ~~2020 case~~al. ~~The~~ ~~Plaintiffs~~Case ~~filed~~No. an6-21-cv-674 ~~appeal~~in ~~with~~ the ~~Nevada~~U.S. ~~Supreme~~District Court., Western District of Texas

~~During~~On September 25, 2021, the ~~year~~Company ~~ended~~filed ~~September~~a 30lawsuit in the U.S. District Court, ~~2023~~Western District of Texas, ~~following~~against aT-Mobile ~~hearing~~and related entities alleging infringement of ~~the~~U.S. ~~appeal,~~Patent ~~the~~Nos. ~~Nevada~~8,630,234 ~~Supreme~~and ~~Court~~10,880,721. ~~ruled~~On toJuly ~~reverse~~29, 2024, the ~~lower~~Court ~~court~~issued an order granting T-Mobile’s motion for summary judgment ~~and~~of ~~remanded~~non-infringement. ~~the~~On ~~case~~August ~~back~~15, to2024, the ~~lower~~Court ~~court~~entered ~~for~~final ~~further~~judgment ~~proceedings~~of non-infringement. ~~The~~On ~~Defendants~~September 12, ~~(Voip~~2024, VoIP-Pal etfiled ~~al)~~a motion for reconsideration of the final judgment. On September 12, 2024, T-Mobile filed a motion tofor ~~the~~attorneys’ ~~Supreme~~fees and entry of bill of costs. On February 26, 2025, the Court denied VoIP-Pal’s motion for reconsideration of the final judgment. On August 8, ~~however~~2025, ~~that~~the Court denied T-Mobile’s motion ~~was~~for ~~denied,~~attorneys’ fees and agranted-in-part ~~trial~~its ~~date~~motion ~~was~~for ~~set~~entry ~~for~~of ~~November~~bill of 28costs. On October 7, ~~2023~~2025, the parties filed a stipulation of dismissal with prejudice of all claims with each side to bear their own fees and costs. The case is closed.

~~During the~~iv. ~~year ended September 30, 2024, on November 30, 2023, after the completion of trial, the Eighth Judicial District Court for the State of Nevada rendered its decision in favor of~~ VoIP-Pal ~~upon all claims in the case~~.com, ~~ruling~~Inc. ~~that~~v. ~~the~~Verizon ~~Plaintiffs had not met their burden of proof with respect to any of its claims against VoIP-Pal et al~~Communications, ~~awarding no damages to Locksmith and specifically ruling that Locksmith take nothing as a result of the litigation~~Inc. 25-1602-IH

~~During~~On ~~the~~March ~~year ended September 30~~26, ~~2024~~2025, ~~on August 20, 2024, and then amended on September 10, 2024,~~ the Company ~~reached~~filed a ~~settlement~~Notice ~~and release~~of ~~agreement~~Appeal ~~with the Plaintiff. Pursuant~~ to the ~~settlement~~Federal ~~and~~Circuit ~~release~~in ~~agreement,~~Case ~~the~~No. ~~Company~~6-21-cv-672. ~~agreed~~On toApril ~~issue~~28, 302025,~~000,000 restricted~~ ~~common~~the ~~shares~~Court of consolidated the ~~Company,~~appeal with aappeal ~~value~~No. of25-1603. ~~$351,000,~~On ~~and~~September in26, ~~consideration of the agreement~~2025, the ~~Plaintiff~~parties ~~shall~~filed ~~file~~ a ~~voluntary~~ ~~dismissal~~Joint ofStipulation ~~its appeal immediately upon delivery~~ of ~~the~~Voluntary ~~certificates~~Dismissal. ~~Subsequent~~On toOctober 24, 2025, the ~~year~~Federal ~~end,~~Circuit onordered ~~October~~that 1,the ~~2024,~~appeal ~~a share~~be ~~certificate~~voluntarily ofdismissed ~~30,000,000~~with ~~was~~each ~~issued~~side to ~~the~~bear ~~Plaintiff~~their own costs. The case is closed.

~~Item 4~~v. ~~Mine~~Vo ~~Safety~~IP-Pal.com, ~~Disclosures~~Inc. v. T-Mobile USA, Inc. 25-1603-IH

~~Not~~On ~~applicable~~March 26, 2025, the Company filed a Notice of Appeal to the Federal Circuit in Case No. 6-21-cv-674. On April 28, 2025, the Court consolidated the appeal with appeal No. 25-1602. On October 7, 2025, the parties filed a Joint Stipulation of Voluntary Dismissal. On October 24, 2025, the Federal Circuit ordered that the appeal be voluntarily dismissed with each side to bear their own costs. The case is closed.

9vi. VoIP-Pal.com, Inc. v. T-Mobile USA, Inc. 25-2091-IH

~~PART~~On IISeptember 9, 2025, T-Mobile filed a Notice of Appeal to the Federal Circuit in Case No. 6-21-cv-674 regarding the denial of its motion for attorney’s fees. On October 7, 2025, the parties filed a Joint Stipulation of Voluntary Dismissal. On October 24, 2025, the Federal Circuit ordered that the appeal be voluntarily dismissed with each side to bear their own costs. The case is closed.

~~Item 5~~vii. ~~Market~~VoIP-Pal.com, ~~for~~Inc. ~~Registrant’s~~v. ~~Common~~T-Mobile ~~Equity~~USA, ~~Related~~Inc. ~~Stockholder~~Case ~~Matters~~No. ~~and~~6-24-cv-298 ~~Issuer~~in ~~Purchases~~the ofU.S. ~~Equity~~District ~~Securities.~~Court, Western District of Texas

~~Market~~On May 20, 2024, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against T-Mobile alleging infringement of U.S. Patent Nos. 8,542,815, 9,179,005, and 10,218,606. On October 15, 2024, the Court dismissed the case based on VoIP-Pal filing a Notice of Voluntary Dismissal.

Our common stock is quoted on the OTCQB with the OTC Markets Group, Inc. under the symbol “VPLM”. The OTCQB is an inter- dealer quotation and trading system where market makers apply to quote securities. Accordingly, the OTCQB is not considered a market, and there is, therefore, no public market for our Common Stock.9

~~Holders~~viii. VoIP-Pal.com, Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-299 in the U.S. District Court, Western District of Texas

WeOn ~~had~~May ~~approximately~~20, ~~576~~2024, ~~holders~~the ofCompany ~~record~~filed ofa ~~our~~lawsuit ~~common~~in ~~stock~~the asU.S. ofDistrict ~~September 30~~Court, ~~2024~~Western ~~according~~District toof ~~the~~Texas, ~~books~~against ofVerizon ~~our~~and ~~transfer~~related ~~agent. The~~entities ~~number~~alleging infringement of ~~our~~U.S. ~~stockholders~~Patent ofNos. ~~record~~8,542,815 ~~excludes~~and ~~any~~9,179,005. ~~estimate~~On byOctober us15, of2024, the ~~number~~Court ofdismissed ~~beneficial~~the ~~owners~~case ofbased ~~shares~~on ~~held~~VoIP-Pal filing ina ~~street~~Notice ~~name, the accuracy~~ of ~~which~~Voluntary ~~cannot be guaranteed~~Dismissal.

~~Dividends~~ix. VoIP-Pal v. AT&T, et al., 24-cv-02395-RC

WeThis ~~have~~was ~~not~~an ~~declared~~antitrust alitigation ~~dividend~~case filed on ~~our~~August ~~common stock~~17, ~~and we do not anticipate the payment of dividends in the near future as we intend to reinvest our profits to grow our business~~2024. ~~There~~This ~~are~~case nowas ~~restrictions~~voluntarily indismissed ~~our~~on ~~articles~~October ~~of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes~~25, ~~however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:~~2024.

●x. weLeon, ~~would~~et ~~not~~al. bev. ~~able to pay our debts as they become due in the usual course of business; or ● our total assets would be less than the sum of our total liabilities~~AT&T, ~~plus~~et ~~the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution~~al., 24-cv-02397-RDM

~~Securities~~This ~~Authorized~~was ~~for~~a ~~Issuance~~class ~~Under~~action ~~Equity~~lawsuit ~~Compensation~~filed ~~Plans~~on August 18, 2024. This case was voluntarily dismissed on October 25, 2025.

~~In order~~xi. toVoIP-Pal provide incentive to its directors, officers, management, employees, consultants and others who provide services to the Company or any subsidiary (the “Service Providers”) to act in the best interests of the Company, and to retain such Service Providers, the Company has in place an incentive Stock Option Plan (the “Plan”)v. ~~Under the Plan~~AT&T, ~~the~~et ~~Company is authorized to issue up to 10% of its issued and outstanding share capital in options to purchase common shares of the Company~~al. ~~The maximum term of options granted under the Plan cannot exceed ten years~~, ~~with vesting terms determined at the discretion of the Board of Directors.~~1:24-cv-03051-RDM

~~During~~This ~~the~~is ~~year~~an ~~ended~~on-going ~~September~~antitrust ~~30,~~litigation ~~2022,~~case ~~the~~filed ~~Company~~on ~~granted~~October 7725,~~000,000~~ ~~options~~2024. toIt ~~purchase~~was ~~77,000,000~~amended ~~common~~on ~~shares~~December ~~at a price of $0.025 to its consultants and advisors~~17, ~~of which 77~~2024,~~000,000~~ ~~are currently outstanding~~ and ~~exercisable.~~a Onsecond ~~April~~amended ~~24,~~complaint was ~~2023,~~filed ~~the stock options issued~~ on ~~May~~August 3022, ~~2022~~2025. ~~were~~The ~~re-priced~~defendants ~~from~~have ~~$0.025~~filed a motion to $0dismiss.~~005.~~ ~~The~~That ~~options~~motion ~~have~~is ~~varied~~fully ~~vesting~~briefed ~~provisions~~ and we are ~~exercisable~~waiting for athe Court’s ~~period~~decision. ~~of five~~It ~~years~~is ~~from~~too early in the ~~date~~litigation ofto ~~grant~~predict the anticipated results.

~~During the~~xii. ~~year ended September 30~~Inza, ~~2023,~~et ~~the~~al. ~~Company~~v. ~~granted 75~~AT&T,~~000,000~~ ~~options~~et ~~to purchase 75,000,000 common shares at a price of $0~~al.~~005 per share to its directors~~, ~~consultants and advisors, of which 75,000,000 are currently exercisable. The options have varied vesting provisions and are exercisable for a period of five years from the date of grant.~~24-cv-03054-RDM

~~During~~This ~~the~~is ~~year~~a ~~ended~~class ~~September~~action 30lawsuit filed on October 25, 2024,. ~~the~~The ~~Company~~complaint ~~granted~~was ~~115,000,000~~amended ~~options~~on toJanuary ~~purchase 115~~27,~~000,000~~ ~~common~~2025 ~~shares~~and atagain aon ~~price~~April of22, $02025.~~005 to~~ ~~its~~The ~~consultants~~defendants filed ~~and~~a ~~advisors,~~motion ofto ~~which~~send ~~115,000,000~~the ~~are~~case ~~currently~~to ~~exercisable~~arbitration. The ~~options~~motion ~~have~~is ~~varied~~fully ~~vesting~~briefed ~~provisions~~ and we are ~~exercisable~~ waiting for athe ~~period~~Court’s ofdecision. ~~five~~It ~~years~~is too ~~from~~early in the ~~date~~litigation ofto ~~grant~~predict the anticipated results.

~~As at~~xiii. ~~September~~VoIP-Pal ~~30, 2024, the Company has 279,500,000 stock options outstanding at an average exercise price of $0~~v.~~005~~ ~~per share~~Apple, ~~with~~et ~~a remaining contractual life of an average of 3~~al.~~38 years~~, ~~of which 279,500,000 are vested and exercisable.~~25-cv-01843-RDM

~~Recent~~This ~~Sales~~is ofan ~~Unregistered~~antritrust ~~Securities~~lawsuit filed on June 11, 2025, amended on September 21, 2025. The Defendant’s responsive pleading is due on January 15, 2025. It is too early in the litigation to predict the anticipated results.

~~The transactions~~xiv. ~~described~~Inza, inet ~~this~~al. ~~section~~v. ~~were~~Apple, ~~exempt~~et ~~from securities registration as provided by Section 4(a)(2) of the Securities Act for transactions not involving a public offering~~al., 25-cv-01970-RDM

~~Securities~~This ~~Issued~~is ~~for~~a ~~Services~~class ~~Rendered~~action lawsuit filed on June 24, 2025 and amended on September 21, 2025. The Defendant’s responsive pleading is due on January 15, 2025. It is too early in the litigation to predict the anticipated results.

~~During~~Non-Patent the year ended September 30, 2018, the Company issued 104,313,833 shares of common stock at prices between $0.02 and $0.06 per share to various individuals or entities for services valued at $4,461,789.Litigation

~~During~~The ~~the year ended September 30, 2019, the~~ Company ~~issued~~is ~~17,410,000~~party ~~shares of common stock at prices between $0.02 and $0.04 per share~~ to ~~various~~ ~~individuals~~non-patent orlitigation ~~entities~~cases ~~for services valued at $540,200 and 127,000,000 common shares~~ as ~~bonus compensation, recorded as an expense to the Company of $5,080,000.~~follows:

10Locksmith Financial Corporation, Inc. et al. (Plaintiff(s)) v VoIP-Pal.com Inc. et al (Defendant(s)) (Case No A-20-807745-C) filed in Clark County District Court.

~~During~~On ~~the~~January ~~year ended September 30~~1, 2020, the ~~Company~~Plaintiffs ~~issued~~filed 33suit in Nevada District Court claiming that they were owed 95,~~250~~832,000 Voip-Pal common shares offrom a ~~common~~previous ~~stock~~case atinvolving ~~prices~~the ~~between~~Plaintiff ~~$0.005~~and the Defendant that had been through a jury trial in 2019, in which the jury had made an award to the Plaintiff that was monetary only, and ~~$0.03~~did ~~per~~not ~~share~~include said shares - following the jury’s decision in the 2019 trial, the Plaintiff accepted the award and waived their right to ~~various~~appeal. ~~individuals~~Voip-Pal orvigorously ~~entities~~disputed ~~for~~the ~~services~~Plaintiff’s ~~with~~2020 anclaims ~~aggregate~~on ~~value~~the basis of ~~$534~~claim preclusion (the 2020 claims were addressed in the previous action in 2019 and are now precluded); that Plaintiffs’ claims are untimely,~~500~~ and that the Plaintiffs no longer have standing to bring their claims.

During the year ended September 30, ~~2021~~2022, the ~~Company~~Court ~~issued~~entered ~~17,800,000~~a ~~shares~~judgment ofin ~~common~~favor ~~stock~~of atVoIP-Pal.com ~~prices between $0~~Inc.~~005~~ and ~~$0.02~~co-defendants, ~~per~~dismissing ~~share~~the 2020 tocase. ~~various~~The ~~individuals~~Plaintiffs orfiled ~~entities~~an ~~for~~appeal ~~services~~ with anthe ~~aggregate~~Nevada ~~value~~Supreme ~~of $298,900~~Court.

During the year ended September 30, 2022, the ~~Company~~Court ~~issued~~entered ~~9,000,000~~a ~~shares~~judgment ofin ~~common~~favor ~~stock~~of atVoIP-Pal.com ~~prices~~Inc ~~between~~and ~~$0.011~~co-defendants, ~~and~~dismissing ~~$0.012~~the ~~per~~2020 ~~share~~case. toThe ~~various~~Plaintiffs ~~individuals~~filed oran ~~entities~~appeal ~~for services~~ with anthe ~~aggregate~~Nevada ~~value~~Supreme ~~of $101,600~~Court.

During the year ended September 30, 2023, ~~the~~following ~~Company~~a ~~issued~~hearing 14of the appeal,~~500,000~~ ~~shares~~the ofNevada ~~common~~Supreme ~~stock~~Court atruled ato ~~price~~reverse ofthe ~~$0.005~~lower ~~per~~court’s judgment ~~share~~and remanded the case back to ~~various~~the ~~individuals~~lower court for further proceedings. The Defendants (Voip-Pal et al) filed a motion to the orSupreme ~~entities~~Court for ~~services~~reconsideration, ~~with~~however anthat ~~aggregate~~motion ~~value~~was ofdenied, ~~$72~~and a trial date was set for November 28,~~500~~ 2023.

During the year ended September 30, 2024, on November 30, 2023, after the ~~Company~~completion ~~issued~~of 5trial,~~000,000~~ ~~shares~~the Eighth Judicial District Court for the State of ~~common~~Nevada ~~stock~~rendered atits adecision ~~price~~in favor of ~~$0.005~~VoIP-Pal ~~per~~upon ~~share~~all toclaims ~~various~~in ~~individuals or~~the ~~entities~~case, ~~for~~ruling ~~services~~that the Plaintiffs had not met their burden of proof with anrespect ~~aggregate~~to ~~value~~any of ~~$25~~its claims against VoIP-Pal et al,~~000~~ awarding no damages to Locksmith and specifically ruling that Locksmith take nothing as a result of the litigation.

~~Securities~~During ~~Issued~~the ~~for~~year ~~Convertible~~ended ~~Debt~~September or30, 2024, on August 20, 2024, and then amended on September 10, 2024, the Company reached a settlement and release agreement with the Plaintiff. Pursuant to the settlement and release agreement, the Company agreed to issue 30,000,000 restricted common shares of the Company, with a value of $351,000, and in ~~Settlement~~consideration of ~~Debt~~the agreement, the Plaintiff shall file a voluntary dismissal of its appeal immediately upon delivery of the certificates. During the year ended September 30, 2025, on October 1, 2024, a share certificate of 30,000,000 restricted common shares was issued to the Plaintiff.

~~During~~Item ~~the year ended September 30, 2018, the Company issued 174,983,685 shares of common stock at a price of $0~~4.~~038~~ ~~per~~Mine ~~share~~Safety ~~pursuant to the anti-dilution clause of the Digifonica share purchase agreement dated June 25, 2013 for an aggregate value of $6,684,377~~Disclosures.

~~During~~Not ~~the year ended September 30, 2019, the Company issued 225,184,791 shares of common stock priced between $0~~applicable.~~003 and $0.04 per share pursuant to the anti-dilution clause of the Digifonica share purchase agreement dated June 25, 2013 for an aggregate value of $5,124,641.~~

~~Securities Issued for Cash Proceeds~~10

~~During~~PART ~~the year ended September 30, 2018, the Company issued:~~II

~~- 108,147,749 shares of common stock at prices between $0~~Item 5.~~015~~ ~~and~~Market ~~$0.06 per common share to various individuals or entities~~ for cash proceeds of $3,343,940 from the private placement of common shares; - 6,306,000 units at prices between $0.0125 and $0.02 per unit to various individuals or entities for cash proceeds of $98,120 from the private placement of units of the CompanyRegistrant’s ~~common~~Common ~~stock.~~Equity, ~~Each~~Related ~~unit~~Stockholder ~~consists~~Matters ~~of one common share~~ and ~~one~~Issuer ~~common~~Purchases ~~share purchase warrant. Each common share purchase warrant allows the holder to purchase one common share for $0.04 for a period~~ of ~~twelve~~Equity ~~months from the date of issuance; and - 50,125,000 common shares at $0~~Securities.~~04 per common share to various individuals or entities for cash proceeds of $2,005,000 on the exercise of 50,125,000 common share purchase warrants.~~

~~During the year ended September 30, 2019, the Company issued:~~Market

-	5,475,000 shares of common stock at $0.04 per common share to various individuals or entities for cash proceeds of $219,000 from the private placement of common shares;
-	6,306,000 common shares at $0.04 per common share to various individuals or entities for cash proceeds of $252,240 on the exercise of 6,306,000 common share purchase warrants.

During the year ended September 30, 2020, the Company issued 44,354,000 common shares priced between $0.005 and $0.015 per common share to various individuals or entities for cash proceeds of $299,310 from private placements of common shares.Holders

~~During~~We ~~the~~had ~~year~~approximately ~~ended~~576 holders of record of our common stock as of September 30, ~~2021,~~2025 according to the ~~Company~~books ~~issued~~of ~~193,201,500~~our ~~common~~transfer ~~shares~~agent. ~~priced~~The number ~~between~~of ~~$0.005~~our ~~and~~stockholders ~~$0.01~~of ~~per~~record ~~share~~excludes ~~for~~any ~~cash~~estimate ~~proceeds~~ by us of ~~$1,018,515~~the ~~from~~number aof ~~private~~beneficial ~~placement~~owners of ~~common~~ shares held in street name, the accuracy of which cannot be guaranteed.

During the year ended September 30, 2022, the Company issued 246,550,000 common shares priced at $0.005 per common share to various individuals or entities for cash proceeds of $1,232,750 from the private placement of common shares.Dividends

~~During~~We ~~the~~have ~~year~~not ~~ended~~declared ~~September~~a ~~30,~~dividend ~~2023~~on our common stock, and we do not anticipate the ~~Company~~payment ~~issued~~of ~~983,720,000~~dividends ~~common~~in ~~shares~~the ~~priced~~near atfuture ~~$0.005~~as ~~per~~we ~~common~~intend ~~share~~to reinvest our profits to ~~various~~grow ~~individuals or~~our ~~entities~~business. ~~for~~There ~~cash~~are ~~proceeds~~no restrictions in our articles of $4incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes,~~918~~ however,~~600~~ prohibit us from ~~the~~declaring ~~private~~dividends ~~placement~~where, after giving effect to the distribution of ~~common~~the ~~shares.~~dividend:

~~During the~~● ~~year~~we ~~ended~~would ~~September~~not ~~30,~~be ~~2024,~~able ~~the~~to ~~Company~~pay ~~issued~~our ~~551,974,976~~debts ~~common~~as ~~shares~~they ~~priced~~become atdue ~~$0.005~~in ~~per~~the ~~common~~usual ~~share~~course toof ~~various~~business; ~~individuals~~ or ~~entities~~● ~~for~~our ~~cash~~total ~~proceeds~~assets would be less than the sum of $2our total liabilities,~~759,875~~ ~~from~~plus the ~~private~~amount ~~placement~~that would be needed to satisfy the rights of ~~common~~shareholders ~~shares~~who have preferential rights superior to those receiving the distribution.

~~Item~~Securities 6.Authorized ~~Selected~~for ~~Financial~~Issuance ~~Data.~~Under Equity Compensation Plans

AsIn aorder ~~smaller~~to ~~reporting~~provide ~~company~~incentive to its directors, weofficers, ~~are~~management, ~~not~~employees, ~~required~~consultants toand others who provide services to the ~~information~~Company or ~~required~~any bysubsidiary ~~this~~(the ~~Item~~“Service Providers”) to act in the best interests of the Company, and to retain such Service Providers, the Company has in place an incentive Stock Option Plan (the “Plan”). Under the Plan, the Company is authorized to issue up to 10% of its issued and outstanding share capital in options to purchase common shares of the Company. The maximum term of options granted under the Plan cannot exceed ten years, with vesting terms determined at the discretion of the Board of Directors.

11During the year ended September 30, 2022, the Company granted 77,000,000 options to purchase 77,000,000 common shares at a price of $0.025 to its consultants and advisors, of which 77,000,000 are currently outstanding and exercisable. On April 24, 2023, the stock options issued on May 30, 2022 were re-priced from $0.025 to $0.005. The options have varied vesting provisions and are exercisable for a period of five years from the date of grant.

~~Item~~During 7the year ended September 30, 2023, the Company granted 75,000,000 options to purchase 75,000,000 common shares at a price of $0.005 ~~Management’s~~per share ~~Discussion~~to its directors, consultants and ~~Analysis~~advisors, of ~~Financial~~which ~~Condition~~75,000,000 are currently exercisable. The options have varied vesting provisions and ~~Results~~are exercisable for a period of ~~Operations~~five years from the date of grant.

~~The~~During ~~following~~the ~~management’s~~year ~~discussion~~ended ~~and~~September ~~analysis~~30, ~~(MD&A)~~2024, ~~should~~the beCompany ~~read~~granted in115,000,000 ~~conjunction~~options ~~with~~to ~~our~~purchase ~~audited~~115,000,000 ~~consolidated~~common ~~financial statements~~shares ~~for~~at ~~the~~a ~~year~~price ~~ended~~of ~~September~~$0.005 to ~~30,~~its ~~2024~~consultants and ~~notes~~advisors, ~~thereto~~of ~~appearing~~which ~~elsewhere~~115,000,000 inare ~~this~~currently ~~report,~~exercisable. ~~and~~The ~~our~~options ~~audited~~have ~~consolidated~~varied ~~financial statements~~vesting provisions and are exercisable for ~~the~~a ~~year~~period ~~ended~~of ~~September~~five ~~30,~~years ~~2023~~from ~~and~~the ~~notes~~date ~~thereto~~of grant.

~~CAUTIONARY~~During ~~STATEMENT~~the ~~REGARDING~~year ~~FORWARD-LOOKING~~ended ~~INFORMATION~~September 30, 2025, the Company did not grant any option to purchase common shares.

~~This~~As ~~MD&A~~at ~~for the year ending~~ September 30, ~~2024~~2025, ~~contains forward-looking statements within~~ the ~~meaning~~Company ofhas ~~Section 27A of the Securities Act of 1933~~274, ~~as amending~~500,000 ~~and~~stock ~~Section~~options ~~21E~~outstanding ofat ~~the~~an ~~Securities~~average ~~Exchange~~exercise ~~Act~~price of ~~1934, as amending~~$0.005 ~~Forward-looking~~per ~~statements may be identified by the use of forward-looking terminology~~share, ~~such~~with ~~as “may”, “shall”, “could”, “expect”,~~a ~~“estimate”,~~remaining ~~“anticipate”,~~contractual ~~“predict”,~~life ~~“probable”, “possible”, “should”, “continue”, or similar terms, variations~~ of ~~those~~an ~~terms~~average ~~or the negative~~ of ~~those terms~~2.36 ~~The~~years, ~~forward-looking~~of ~~statements~~which ~~specified in the following information have been compiled by our management based on assumptions made by management and are considered by management to be reasonable. Our future operating results~~274, ~~however~~500,000 are ~~impossible~~vested ~~to predict~~ and ~~no representation, guaranty, or warranty is to be inferred from those forward-looking statements~~exercisable.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward- looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.11

~~CORPORATE~~Recent ~~HISTORY,~~Sales ~~OVERVIEW~~of ~~AND~~Unregistered ~~PRINCIPAL BUSINESS~~Securities

~~VoIP-PAL.com~~The ~~Inc.~~transactions ~~(the~~described ~~“Company”) was incorporated~~ in ~~the~~this ~~state~~section ofwere ~~Nevada~~exempt infrom ~~September~~securities ~~1997~~registration as ~~All~~provided ~~American~~by ~~Casting~~Section ~~International, Inc. and changed its name to VOIP MDI.com in 2004 and subsequently to Voip-Pal.Com Inc. in 2006. Since March 2004, the Company has been in the development stage of becoming~~ 4(a ~~Voice-over-Internet Protocol~~ )(~~“VoIP”~~2) ~~re-seller, a provider~~ of athe ~~proprietary~~Securities ~~transactional~~Act ~~billing~~for ~~platform~~transactions ~~tailored~~not toinvolving ~~the points and air mile business, and~~ a ~~provider~~public ~~of anti-virus applications for smartphones~~offering. ~~All business activities prior to March 2004 have been abandoned and written off to deficit.~~

InSecurities ~~2013,~~Issued the Company acquired Digifonica International (DIL) Limited (“Digifonica”), to fund and co-develop Digifonica’s patent suite. Digifonica had been founded in 2003 with the vision that the internet would be the future of all forms of telecommunications - a team of top twenty engineers with expertise in Linux and Internet telephony developed and wrote a software suite with applications that provided solutions for ~~several~~Services core areas of internet connectivity. In order to properly test the applications, Digifonica built and operated three production nodes in Vancouver, Canada (Peer 1), London, UK (Teliasonera), and Denmark. Upon successfully developing the technology, Digifonica filed for patents with the United States Patent and Trademark Office (“USPTO”).Rendered

~~The~~During ~~Digifonica~~the ~~patents~~year ~~formed~~ended ~~the~~September ~~basis~~30, ~~for~~2023, the Company’s ~~current~~issued ~~intellectual property~~14,500,000 ~~now~~shares aof ~~worldwide~~common ~~portfolio~~stock at a price of ~~twenty-six~~$0.005 ~~issued and~~per ~~pending~~share ~~patents~~to ~~primarily~~various ~~designed~~individuals or entities for ~~the~~services ~~broadband~~with ~~VoIP~~an ~~market~~aggregate value of $72,500.

~~The~~During ~~Company’s~~the ~~intellectual~~year ~~property~~ended ~~value~~September is30, ~~derived~~2024, ~~from~~the ~~its~~Company issued ~~and pending patents. The inventions described in these patents~~5, ~~among other things~~000,000 ~~provide~~shares ~~the~~of ~~means~~common tostock ~~integrate~~at ~~VoIP~~a ~~services~~price ~~with~~of ~~legacy~~$0.005 ~~telecommunications~~per ~~systems~~share ~~such as the public switched telephone network (PSTN)~~ to ~~create~~various ~~a seamless service using either legacy telephone numbers~~ individuals or IPentities ~~addresses,~~for ~~and~~services ~~enhance~~with ~~the~~an ~~performance~~aggregate ~~and~~ value of ~~VoIP implementations worldwide~~$25,000.

~~VoIP~~During ~~has~~the ~~been~~year ~~and~~ended ~~continues~~September to30, be2025, athe ~~green~~Company ~~field~~issued ~~for innovation that has spawned numerous inventions~~5,000,000 ~~greatly~~shares ~~benefitting~~of ~~consumers~~common ~~large~~stock ~~and small~~at ~~across~~a ~~the~~price ~~globe~~of $0.005 ~~VoIP~~per isshare ~~used~~to invarious ~~many~~individuals or ~~places~~entities ~~and~~for byservices ~~every~~with ~~modern~~an ~~telephony~~aggregate ~~system~~value ~~vendor,~~of ~~network supplier~~$25, ~~and retail and wholesale carrier~~000.

~~Results~~Securities ofIssued ~~Operations~~for Cash Proceeds

~~The~~During ~~Company’s~~the ~~operating~~year ~~costs~~ended ~~consist~~September of30, ~~expenses~~2023, ~~incurred~~the toCompany ~~monetizing~~issued 983,720,000 ~~selling~~common ~~and~~shares ~~licensing~~priced ~~its~~at ~~VoIP patents~~$0.005 ~~Other~~per ~~operating~~common ~~costs include~~share ~~expenses~~to ~~for~~various ~~legal,~~individuals or ~~accounting~~entities ~~and~~for ~~other~~cash ~~professional~~proceeds ~~fees,~~of ~~financing costs~~$4,918,600 ~~and~~from ~~other~~the ~~general~~private ~~and~~placement ~~administrative~~of ~~expenses~~common shares.

12During the year ended September 30, 2024, the Company issued 551,974,976 common shares priced at $0.005 per common share to various individuals or entities for cash proceeds of $2,759,875 from the private placement of common shares.

~~Comparison~~During of the ~~Years~~year ~~Ending~~ended September 30, ~~2024~~2025, ~~and~~the ~~2023~~Company issued 110,000,000 common shares priced at $0.005 per common share to various individuals or entities for cash proceeds of $550,000 from the private placement of common shares.

	Year Ended September 30,						Increase
	2024			2023			(Decrease)			Percentage
Revenue	$	-		$	-		$	-		$	-
Cost of revenue		-			-			-			-
Gross margin		-			-			-			-
General and administrative expenses		(9,592,512	)		(23,212,971	)		(13,620,459	)		-59	%
Amortization & depreciation		(71,232	)		(140,458	)		(69,226	)		-49	%
Other (expense) income		(508,450	)		244,420			752,870			308	%
Net loss	$	(10,172,194	)	$	(23,109,009	)	$	(12,936,815	)		-56	%

Item 6. Selected Financial Data.

~~REVENUES,~~As ~~COST~~a OFsmaller ~~REVENUES~~reporting ~~AND~~company, ~~GROSS~~we ~~MARGIN~~are not required to provide the information required by this Item.

~~The Company had no revenues, cost of revenues or gross margin for the years ending September 30, 2024 and 2023.~~12

~~GENERAL~~Item ~~AND~~7. ~~ADMINISTRATIVE~~Management’s ~~EXPENSES~~Discussion and Analysis of Financial Condition and Results of Operations.

~~General~~The ~~and~~following ~~administrative~~management’s ~~expenses~~discussion ~~for~~and ~~the~~analysis ~~year~~(MD&A) ~~ending~~should ~~September~~be ~~30,~~read ~~2024~~in ~~totaled~~conjunction ~~$9,592,512~~with ~~compared~~our toaudited ~~$23,212,971~~consolidated ~~during~~financial statements for the year ~~ending~~ ended September 30, ~~2023.~~2025 ~~The~~and ~~decrease~~notes inthereto ~~general~~appearing ~~and~~elsewhere ~~administrative~~in ~~expenses~~this ~~of $13~~report,~~620,459~~ orand ~~59%~~our ~~less~~audited ~~than~~consolidated ~~the previous year, was primarily~~financial ~~due~~statements tofor athe ~~$5,436,799~~year ~~decrease~~ended inSeptember ~~officers and director fees and a decrease of $7~~30,~~606,079~~ in2024 ~~professional fees~~ and ~~services~~notes thereto.

~~AMORTIZATION~~CAUTIONARY ~~AND~~STATEMENT ~~DEPRECIATION~~REGARDING FORWARD-LOOKING INFORMATION

~~Amortization~~This MD&A for the year ending September 30, 2025 contains forward-looking statements within the meaning of Section 27A of the ~~intellectual~~Securities Act ~~VoIP~~of ~~communications~~1933, ~~patent~~as ~~properties~~amending, and ~~depreciation~~Section 21E of ~~fixed~~the ~~assets~~Securities ~~for~~Exchange Act of 1934, as amending. Forward-looking statements may be identified by the ~~year~~use ~~ending~~of ~~September~~forward-looking 30terminology, ~~2024~~such ~~totaled~~as “may”, “shall”, “could”, “expect”, ~~$71~~“estimate”,~~232~~ ~~compared~~“anticipate”, to“predict”, ~~$140~~“probable”,~~458~~ ~~for~~“possible”, “should”, “continue”, or similar terms, variations of those terms or the ~~year~~negative ~~ended~~of ~~September~~those 30terms. The forward-looking statements specified in the following information have been compiled by our management based on assumptions made by management and are considered by management to be reasonable. Our future operating results, ~~2023~~however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The ~~Company~~assumptions ~~follows~~used ~~GAAP~~for ~~(FAS~~purposes ~~142)~~of ~~and~~the isforward-looking ~~amortizing~~statements ~~its~~specified ~~intangibles~~in ~~over~~the anfollowing ~~estimated~~information ~~patent~~represent ~~life~~estimates of ~~twelve~~future events ~~(12)~~and ~~years~~are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. ~~The~~As ~~Company~~a ~~evaluates~~result, ~~its~~the ~~intangible~~identification ~~assets~~and ~~annually~~interpretation of data and ~~determines~~other ifinformation ~~the~~and ~~fair~~their ~~market~~use ~~value~~in isdeveloping ~~less~~and ~~than~~selecting ~~its~~assumptions ~~historical~~from ~~cost~~and among reasonable alternatives require the exercise of judgment. IfTo the ~~fair~~extent ~~market~~that ~~value~~the isassumed events do not occur, the outcome may vary substantially ~~less~~from anticipated or projected results, ~~then~~and, ~~impairment~~accordingly, ~~expense~~no opinion is ~~recorded~~expressed on the ~~Company’s~~achievability ~~financial~~of those forward- looking statements. No ~~The~~assurance ~~intangible~~can ~~assets~~be ongiven ~~the~~that ~~financial~~any ~~statements~~ of the ~~Company~~assumptions ~~relate~~relating ~~primarily~~ to the ~~Company’s~~forward-looking ~~acquisition~~statements ofspecified ~~Digifonica~~in ~~(International)~~the ~~Limited~~following information are accurate, and we assume no obligation to update any such forward-looking statements.

~~OTHER~~CORPORATE ~~ITEMS~~HISTORY, OVERVIEW AND PRINCIPAL BUSINESS

~~Other~~VoIP-PAL.com ~~income~~Inc. (~~expense) for~~ the ~~year~~“Company”) ~~ending~~was ~~September~~incorporated ~~30,~~in ~~2024~~the ~~totaled~~state ~~($508,450)~~of ~~compared~~Nevada toin ~~$244,420~~September ~~during~~1997 ~~2023.~~as ~~The~~All ~~Company~~American ~~recorded~~Casting ~~$157~~International,~~450~~ Inc. ~~impairment~~and ofchanged its ~~intangible~~name ~~assets~~to ~~and~~VOIP ~~$351,000~~MDI.com ~~loss~~in on2004 ~~settlement~~and ofsubsequently ~~litigation~~to ~~during~~Voip-Pal.Com ~~the~~Inc. ~~year~~in ~~ended~~2006. ~~September~~Since 30March 2004, ~~2024.~~the ~~The other~~Company ~~income~~has ofbeen ~~$244,420~~in the ~~for~~development ~~the~~stage ~~year~~of ~~ended~~becoming ~~September~~a ~~30,~~Voice-over-Internet ~~2023,~~Protocol ~~which~~(“VoIP”) ~~$59~~re-seller,~~420~~ ~~was~~a ~~primarily~~provider ~~due~~of toa ~~the~~proprietary ~~Company entering into settlement~~transactional ~~agreements~~billing ~~with~~platform ~~vendors~~tailored ~~pursuant~~ to ~~which~~the ~~they~~points ~~relinquished~~and ~~debt~~air ~~owed~~mile ~~by the Company~~business, and ~~$185,000~~a ~~was~~provider ~~due~~of toanti-virus ~~the~~applications ~~Company~~for ~~entering~~smartphones. ~~into~~All business aactivities ~~settlement~~prior ~~and release agreement with a party~~ to ~~resolve~~March ~~all~~2004 ~~aspects~~have ofbeen aabandoned ~~litigation~~and ~~regarding~~written ~~certain~~off ofto ~~VoIP-Pal’s patents~~deficit.

~~INTEREST~~In ~~EXPENSE~~2013, the Company acquired Digifonica International (DIL) Limited (“Digifonica”), to fund and co-develop Digifonica’s patent suite. Digifonica had been founded in 2003 with the vision that the internet would be the future of all forms of telecommunications - a team of top twenty engineers with expertise in Linux and Internet telephony developed and wrote a software suite with applications that provided solutions for several core areas of internet connectivity. In order to properly test the applications, Digifonica built and operated three production nodes in Vancouver, Canada (Peer 1), London, UK (Teliasonera), and Denmark. Upon successfully developing the technology, Digifonica filed for patents with the United States Patent and Trademark Office (“USPTO”).

The ~~Company~~Digifonica ~~had~~patents noformed ~~financing~~the orbasis ~~interest costs~~ for the ~~years~~Company’s ~~ending~~current ~~September~~intellectual 30property, ~~2024~~now a worldwide portfolio of twenty-six issued and ~~2023~~pending patents primarily designed for the broadband VoIP market.

~~NET~~The ~~LOSS~~Company’s intellectual property value is derived from its issued and pending patents. The inventions described in these patents, among other things, provide the means to integrate VoIP services with legacy telecommunications systems such as the public switched telephone network (PSTN) to create a seamless service using either legacy telephone numbers or IP addresses, and enhance the performance and value of VoIP implementations worldwide.

~~The~~VoIP ~~Company~~has ~~reported~~been aand ~~net~~continues ~~loss~~to ofbe ~~$10,172,194~~a ~~for~~green ~~the~~field ~~year~~for ~~ended~~innovation ~~September~~that ~~30,~~has ~~2024~~spawned ~~compared~~numerous toinventions, agreatly ~~net~~benefitting ~~loss~~consumers oflarge ~~$23,109,009~~and small ~~for~~across the ~~year ended September 30, 2023~~globe. ~~The~~VoIP ~~decrease~~is used in ~~net~~many ~~loss~~places ofand ~~$12,936,815~~by orevery ~~56%~~modern ~~less~~telephony ~~than~~system ~~the~~vendor, ~~previous~~network ~~year~~supplier, ~~was primarily due to a decrease in stock-based compensation~~ and ~~legal~~retail and ~~professional fees~~wholesale carrier.

13Results of Operations

~~LIQUIDITY~~The ~~AND~~Company’s ~~CAPITAL~~operating ~~RESOURCES~~costs consist of expenses incurred to monetizing, selling and licensing its VoIP patents. Other operating costs include expenses for legal, accounting and other professional fees, financing costs, and other general and administrative expenses.

As of September 30, 2024, the Company had an accumulated deficit of $103,357,782 as compared to an accumulated deficit of $93,185,588 at September 30, 2023. As of September 30, 2024, the Company had working capital of $2,158,351 as compared to working capital of $2,198,010 at September 30, 2023.13

~~Net~~Comparison ~~cash~~of ~~used by operations for~~ the ~~years~~Years ~~ending~~Ending September 30, ~~2024~~2025 and ~~2023 was $2,358,051 and $3,006,496, respectively. The decrease in net cash used for operations for the year ending September 30,~~ 2024 ~~as compared to the year ending September 30, 2023 was primarily due to an decrease in general and administrative expenses.~~

Net cash used in investing activities for the years ending September 30, 2024 and 2023 was $Nil.

	Year Ended September 30,						Increase
	2025			2024			(Decrease)			Percentage
Revenue	$	-		$	-		$	-		$	-
Cost of revenue		-			-			-			-
Gross margin		-			-			-			-
General and administrative expenses		(6,244,756	)		(9,592,512	)		(3,347,756	)		-35	%
Amortization & depreciation		-			(71,232	)		(71,232	)		-100	%
Other (expense) income		17,603			(508,450	)		(526,053	)		-103	%
Net loss	$	(6,227,153	)	$	(10,172,194	)	$	(3,945,041	)		-39	%

~~Net cash provided from financing activities for the years ending September 30~~REVENUES, ~~2024 and 2023 was $2,509,875 and $4,918,600, respectively.~~ ~~The~~COST ~~decrease~~OF inREVENUES ~~net~~AND ~~cash~~GROSS ~~provided by financing activities of $2,408,725 was due to lower amounts of equity raised and less cash proceeds from private placements during the year ending September 30, 2024.~~MARGIN

~~Liquidity~~The Company had no revenues, cost of revenues or gross margin for the years ending September 30, 2025 and 2024.

~~The~~GENERAL ~~Company~~AND ~~primarily~~ADMINISTRATIVE finances its operations from cash received through the private placement of its common stock, settling outstanding debts, and the exercise of warrants from investors. There can be no assurance that capital will be available as necessary to meet continued developments and operating costs or, if the capital is available, that it will be on terms acceptable to the Company. As at September 30, 2024, the Company had cash of $2,369,413 and current liabilities of $300,782 and incurred net loss of $10,172,194 during the year ended September 30, 2024; accordingly the Company will require additional capital to fund its operations for the next 12 months.EXPENSES

~~Off-Balance~~General ~~Sheet~~and ~~Arrangements~~administrative expenses for the year ending September 30, 2025 totaled $6,244,756 compared to $9,592,512 during the year ending September 30, 2024. The decrease in general and administrative expenses of $3,347,756 or 35% less than the previous year, was primarily due to a $2,788,146 decrease in officers and director fees and a decrease of $816,407 in legal fees.

~~Performance~~AMORTIZATION ~~Bonus~~AND ~~Payable~~DEPRECIATION

InAmortization ~~2016, the board~~ of ~~directors authorized~~ the ~~Company~~intellectual toVoIP ~~provide~~communications apatent ~~performance~~properties ~~bonus (the “Performance Bonus”) of up to 3% of the capital stock of the Company by way of the issuance of Common shares from its treasury to an as yet undetermined group of related~~ and ~~non-related~~depreciation ~~parties upon the occurrence~~ of afixed ~~bonusable~~assets ~~event,~~for ~~defined as~~ the ~~successful~~year ~~completion~~ending ofSeptember ~~a sale of the Company or substantially all its assets~~30, or2025 ~~a major licensing transaction. In order to provide maximum flexibility to the Company with respect to determining~~totaled ~~the~~$nil ~~level~~compared ~~of Performance Bonus payable, and who may qualify~~ to ~~receive a pro-rata share of such a Performance Bonus~~$71,232 ~~the~~for ~~Company authorized full discretion to~~ the ~~Board~~year inended ~~making~~September ~~such~~30, ~~determinations~~2024.

InThe ~~2019,~~Company ~~the~~follows ~~board~~GAAP of(FAS ~~directors~~142) ~~authorized~~and ~~the~~is ~~increase~~amortizing ofits ~~the~~intangibles ~~Performance~~over ~~Bonus~~an toestimated uppatent tolife ~~10%~~ of ~~the~~twelve ~~capital~~(12) ~~stock~~years. ofThe ~~the~~ Company. ~~Concurrently,~~evaluates ~~the~~its ~~directors~~intangible ~~authorized~~assets ~~66.67%~~annually ofand determines if the ~~Performance~~fair ~~Bonus~~market tovalue beis ~~issued~~less inthan anits ~~advance~~historical ~~payment~~cost. ofIf anthe ~~aggregate~~fair ~~127,000,000~~market ~~Common~~value ~~shares~~is ~~(“Bonus~~less, ~~Shares”)~~then toimpairment aexpense ~~group~~is ofrecorded ~~related~~on ~~and~~the ~~non-related~~Company’s ~~parties,~~financial ~~which~~statements. ~~included~~The ~~members~~intangible ofassets ~~management,~~on athe ~~director~~financial ~~and several~~statements ~~consultants. 60,000,000~~ of the ~~Bonus~~Company ~~Shares~~related ~~are~~primarily ~~restricted from trading under Rule 144 and subject~~ to ~~voluntary lock-up agreements under which they cannot be traded, pledged, hypothecated, transferred or sold by~~ the ~~holders until such time as the~~ Company’s ~~has~~acquisition ~~met the requirements~~ of ~~the~~Digifonica ~~bonusable~~(International) ~~event as described above~~Limited.

AsOTHER ~~at September 30, 2024, no bonusable event had occurred and there was no Performance Bonus payable.~~ITEMS

~~Impact~~Other expense for the year ending September 30, 2025 totaled $17,603 compared to ($508,450) during 2024. The Company recorded $17,603 gain on settlement of ~~Inflation~~accounts payable during the year ended September 30, 2025. The Company recorded $157,450 impairment of its intangible assets and $351,000 loss on settlement of litigation during the year ended September 30, 2024.

WeINTEREST believe that inflation has not had a material impact on our results of operations for the year ended September 30, 2024. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.EXPENSE

~~Item~~The ~~7A.~~Company ~~Quantitative~~had ~~and~~no ~~Qualitative~~financing ~~Disclosures~~or ~~About~~interest ~~Market~~costs ~~Risk~~for the years ending September 30, 2025 and 2024.

AsNET ~~a smaller reporting company, we are not required to provide the information required by this Item.~~LOSS

14The Company reported a net loss of $6,227,153 for the year ended September 30, 2025 compared to a net loss of $10,172,194 for the year ended September 30, 2024. The decrease in net loss of $3,945,041 or 39% less than the previous year was primarily due to a decrease in legal fees and officer and director fees.

~~Item 8. Financial Statements and Supplementary Data.~~14

~~VOIP-PAL.COM~~LIQUIDITY ~~INC.~~AND CAPITAL RESOURCES

~~CONSOLIDATED~~As ~~FINANCIAL~~of ~~STATEMENTS~~September 30, 2025, the Company had an accumulated deficit of $109,584,935 as compared to an accumulated deficit of $103,357,782 at September 30, 2024. As of September 30, 2025, the Company had working capital of $969,267 as compared to working capital of $2,158,351 at September 30, 2024.

~~Fiscal~~Net ~~Year~~cash used by operations for the years ending September 30, 2025 and 2024 was $1,858,914 and $2,358,051, respectively. The decrease in net cash used for operations for the year ending September 30, 2025 as compared to the year ending September 30, 2024 was primarily due to an decrease in general and administrative expenses.

CONSOLIDATED BALANCE SHEETS	17
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS	18
CONSOLIDATED STATEMENTS OF CASH FLOWS	19
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	20
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	21

Net cash used in investing activities for the years ending September 30, 2025 and 2024 was $Nil.

15Net cash provided from financing activities for the years ending September 30, 2025 and 2024 was $550,000 and $2,509,875, respectively. The decrease in net cash provided by financing activities of $1,959,875 was due to lower amounts of equity raised and less cash proceeds from private placements during the year ending September 30, 2025.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Liquidity

ToThe Company primarily finances its operations from cash received through the ~~Shareholders~~private placement of its common stock, and ~~Directors~~the exercise of warrants from investors. There can be no assurance that capital will be available as necessary to meet continued developments and operating costs or, if the capital is available, that it will be on terms acceptable to the Company. As at September 30, 2025, the Company had cash of $1,060,499 and current liabilities of $173,932 and incurred net loss of $6,227,153 during the year ended September 30, 2025; accordingly the Company will require additional capital to fund its operations for the next 12 months.

~~Voip~~Off-~~pal.com~~Balance ~~Inc.~~Sheet Arrangements

~~Opinion~~Performance onBonus ~~the Consolidated Financial Statements~~Payable

WeIn 2016, ~~have~~the ~~audited~~board of directors authorized the ~~accompanying~~Company ~~consolidated~~to ~~balance~~provide ~~sheets~~a ofperformance ~~Voip-Pal.com Inc.~~bonus (the “~~Company~~Performance Bonus”), as of ~~September~~up ~~30,~~to ~~2024~~3% of ~~and~~the ~~2023,~~capital ~~and~~stock of the ~~related~~Company ~~consolidated~~by ~~statements~~way of ~~loss~~the ~~and~~issuance ~~comprehensive loss, consolidated statements~~ of ~~stockholders’~~Common ~~equity,~~shares ~~and~~from ~~cash~~its ~~flows~~treasury ~~for~~to ~~the~~an ~~years~~as ~~ended~~yet ~~September~~undetermined ~~30,~~group ~~2024~~of related and ~~2023,~~non-related ~~and~~parties upon the ~~related notes~~occurrence ~~and~~of ~~schedules~~a ~~(collectively~~bonusable ~~referred~~event, todefined as the ~~“financial~~successful ~~statements”).~~completion Inof ~~our~~a ~~opinion,~~sale of the ~~consolidated~~Company ~~financial~~or ~~statements~~substantially ~~present fairly, in~~ all ~~material~~its ~~respects~~assets, ~~the~~or ~~financial~~a ~~position~~major oflicensing ~~Voip-Pal~~transaction.~~com~~ ~~Inc.~~In asorder ofto ~~September~~provide ~~30,~~maximum ~~2024~~flexibility ~~and~~to ~~2023,~~the ~~and~~Company ~~the~~with ~~results~~respect to determining ofthe ~~its~~level ~~operations~~of ~~and~~Performance ~~its~~Bonus ~~cash~~payable, ~~flows~~and ~~for~~who ~~the~~may ~~years~~qualify ~~ended~~to ~~September~~receive ~~30,~~a ~~2024~~pro-rata ~~and~~share ~~2023~~of insuch ~~conformity~~a ~~with~~Performance ~~accounting~~Bonus, ~~principles~~the ~~generally~~Company authorized ~~accepted~~full indiscretion to the ~~United~~Board ~~States~~in ofmaking ~~America~~such determinations.

~~Going~~In ~~Concern~~2019, the board of directors authorized the increase of the Performance Bonus to up to 10% of the capital stock of the Company. Concurrently, the directors authorized 66.67% of the Performance Bonus to be issued in an advance payment of an aggregate 127,000,000 Common shares (“Bonus Shares”) to a group of related and non-related parties, which included members of management, a director and several consultants. 60,000,000 of the Bonus Shares are restricted from trading under Rule 144 and subject to voluntary lock-up agreements under which they cannot be traded, pledged, hypothecated, transferred or sold by the holders until such time as the Company has met the requirements of the bonusable event as described above.

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.~~ As ~~discussed in Note 1 to the consolidated financial statements, the Company is in~~ ~~various stages of product development and continues to incur losses and, as~~ at September 30, ~~2024~~2025, ~~had~~no anbonusable ~~accumulated~~event ~~deficit~~had ofoccurred ~~$103,357,782 (September~~and ~~30,~~there ~~2023~~was -no ~~$93,185,588).~~Performance ~~These~~Bonus ~~material uncertainties raise substantial doubt about its ability to continue as a going concern~~payable. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Basis~~Impact ~~for~~of ~~Opinion~~Inflation

~~These consolidated financial statements are the responsibility of the Company’s~~We ~~management.~~believe ~~Our~~that ~~responsibility~~inflation ishas tonot ~~express~~had ana ~~opinion~~material onimpact ~~the Company’s consolidated financial statements based~~ on our ~~audits. We~~results ~~are~~of aoperations ~~public~~for ~~accounting firm registered with~~ the ~~Public~~year ~~Company~~ended ~~Accounting~~September ~~Oversight~~30, ~~Board~~2025. ~~(United~~We ~~States)~~cannot ~~(“PCAOB”) and~~assure ~~are~~you ~~required~~that tofuture beinflation ~~independent~~will ~~with~~not ~~respect~~have toan ~~the~~adverse ~~Company~~impact inon ~~accordance~~our ~~with~~operating ~~the~~results ~~U.S. federal securities laws~~ and ~~the~~financial ~~applicable rules and regulations of the Securities and Exchange Commission and the PCAOB~~condition.

~~We conducted our audits in accordance with the standards of the PCAOB~~Item 7A. ~~Those standards~~Quantitative ~~require that we plan~~ and ~~perform~~Qualitative ~~the~~Disclosures ~~audit~~About toMarket ~~obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud~~Risk. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Our audits included performing procedures to assess the risks of material misstatements~~As ofa ~~the~~smaller ~~financial~~reporting ~~statements~~company, ~~whether~~we ~~due~~are tonot ~~error~~required ~~or fraud, and performing procedures that respond~~ to ~~those~~provide ~~risks. Such procedures included examining, on a test basis, evidence regarding~~ the ~~amounts~~information ~~and~~required ~~disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made~~ by ~~management,~~this ~~as well as evaluating the overall presentation of the consolidated financial statements~~Item. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~We have served as the Company’s auditor since 2015.~~15

		/s/ DAVIDSON & COMPANY LLP
Vancouver, Canada		Chartered Professional Accountants
December 23, 2024		PCAOB ID # 731

Item 8. Financial Statements and Supplementary Data.

16VOIP-PAL.COM INC.

~~VOIP-PAL.COM~~CONSOLIDATED ~~INC.~~FINANCIAL STATEMENTS

~~CONSOLIDATED~~Fiscal ~~BALANCE~~Year ~~SHEETS~~ending September 30, 2025

As at

CONSOLIDATED BALANCE SHEETS	18

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS	19

CONSOLIDATED STATEMENTS OF CASH FLOWS	20

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	21

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	22

~~(Expressed in U.S. Dollars)~~16

	September 30,			September 30,
	2024			2023
ASSETS
CURRENT
Cash	$	2,369,413		$	2,217,589
Restricted cash		40,250			-
Prepaid expense		30,721			6,000
Retainer (Note 5)		18,749			36,183
Total Current Assets		2,459,133			2,259,772
NON-CURRENT
Fixed assets (Note 6)		-			2,132
Intellectual VoIP communications patent properties, net (Note 7)		-			226,550
TOTAL ASSETS	$	2,459,133		$	2,488,454
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$	300,782		$	61,762
TOTAL LIABILITIES		300,782			61,762
STOCKHOLDERS’ EQUITY
SHARE CAPITAL (Note 11)	$	3,066,411		$	2,491,993
OBLIGATION TO ISSUE SHARES (Note 15)		351,000			-
PREFERRED SHARE CAPITAL (Note 11)		7,879			7,350
ADDITIONAL PAID-IN CAPITAL (Note 11)		102,090,843			93,112,937
DEFICIT		(103,357,782	)		(93,185,588	)
Total Stockholders’ Equity		2,158,351			2,426,692
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,459,133		$	2,488,454

Report of Independent Registered Public Accounting Firm

~~Nature~~To ~~and~~the ~~Continuance~~Shareholders ofand ~~Operations~~Directors ~~(Note 1)~~of

~~Contingent~~Voip-Pal.com ~~Liabilities (Note 15)~~Inc.

~~The~~Opinion ~~accompanying~~on ~~notes~~the ~~are~~Consolidated anFinancial ~~integral part of these consolidated financial statements~~Statements

17We have audited the accompanying consolidated balance sheets of Voip-Pal.com Inc. (the “Company”), as of September 30, 2025 and 2024, and the related consolidated statements of loss and comprehensive loss, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Voip-Pal.com Inc. as of September 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended September 30, 2025 and 2024 in conformity with accounting principles generally accepted in the United States of America.

~~VOIP-PAL.COM~~Going ~~INC.~~Concern

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFfinancial ~~LOSS~~statements ~~AND~~have ~~COMPREHENSIVE~~been ~~LOSS~~prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in various stages of product development and continues to incur losses and, as at September 30, 2025, had an accumulated deficit of $109,584,935. These material uncertainties raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~For~~Basis ~~the~~for ~~Fiscal Years ending~~Opinion

~~(Expressed~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. ~~Dollars)~~federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

	September 30,			September 30,
	2024			2023
EXPENSES
Amortization (Note 6, 7)	$	71,232		$	140,458
Officers and Directors fees (Note 9)		4,344,426			9,781,225
Legal fees		1,657,665			2,004,405
Office & general		343,553			341,980
Patent consulting fees		18,000			414
Professional fees & services		3,478,868			11,084,947
Recovery of expenses previously paid		(250,000	)		-
Total expenses	$	9,663,744		$	23,353,429
OTHER INCOME
Impairment on intangible assets (Note 7, 13)		157,450			-
Loss on settlement of litigation (Note 13, 15)		351,000			-
Gain on settlement (Note 13)		-			(185,000	)
Gain on settlement of accrued payables (Note 13)		-			(59,420	)
Total other income		508,450			(244,420	)
LOSS AND COMPREHENSIVE LOSS FOR THE YEAR	$	(10,172,194	)	$	(23,109,009	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.01	)
Weighted-average number of common shares outstanding, basic and diluted		3,242,657,558			2,411,986,215

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~The~~Our ~~accompanying~~audits ~~notes~~included ~~are~~performing anprocedures ~~integral~~to ~~part~~assess the risks of ~~these~~material ~~consolidated~~misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

18We have served as the Company’s auditor since 2015.

~~VOIP-PAL.COM~~/s/ ~~INC.~~DAVIDSON & COMPANY LLP

CONSOLIDATED STATEMENTS OF CASH FLOWS

Vancouver, Canada	Chartered Professional Accountants

PCAOB ID: 731

December 19, 2025

~~For the Fiscal Years ended~~17

~~(Expressed~~VOIP-PAL.COM ~~in U~~INC.~~S. Dollars)~~

	September 30, 2024			September 30, 2023
Cash Flows used in Operating Activities
Loss for the year	$	(10,172,194	)	$	(23,109,009	)
Add items not affecting cash:
Shares issued for services		25,000			84,661
Preferred shares issued for anti-dilution		53			-
Amortization		71,232			140,458
Gain on settlement of accrued payables		-			(59,420	)
Loss on settlement of litigation		351,000			-
Impairment on intangible assets		157,450			-
Stock-based compensation		7,017,925			20,076,567
Changes in non-cash working capital:
Retainer		17,434			(35,002	)
Restricted cash		(40,250	)		-
Accounts payable and accrued liabilities		239,020			(98,751	)
Prepaid expense		(24,721	)		(6,000	)
Cash Flows Used in Operations		(2,358,051	)		(3,006,496	)
Cash Flows from Financing Activities
Proceeds from private placement		2,759,875			4,918,600
Loan repayments		(250,000	)		-
Cash Flows Provided by Financing Activities		2,509,875			4,918,600
Increase in cash		151,824			1,912,104
Cash, beginning of the year		2,217,589			305,485
Cash, end of the year	$	2,369,413		$	2,217,589

CONSOLIDATED BALANCE SHEETS

~~Supplemental~~As ~~cash flow information (Note 10)~~at

~~The~~(Expressed ~~accompanying~~in ~~notes~~U.S. ~~are an integral part of these consolidated financial statements~~Dollars)

	September 30,			September 30,
	2025			2024
ASSETS
CURRENT
Cash	$	1,060,499		$	2,369,413
Restricted cash		40,250			40,250
Prepaid expense (Note 8)		40,295			30,721
Retainer (Note 5)		2,155			18,749
TOTAL ASSETS	$	1,143,199		$	2,459,133
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$	173,932		$	300,782
TOTAL LIABILITIES		173,932			300,782
STOCKHOLDERS’ EQUITY
SHARE CAPITAL (Note 10) Authorized 10,000,000,000 (2024 – 8,000,000,000) common shares, par value of $0.001 and 2,000,000 (2024 – 1,000,000) preferred shares, par value of $0.01 Issued 3,746,305,519 common shares (2024 – 3,589,945,275) 926,438 preferred shares (2024 – 787,916)	$	3,222,771		$	3,066,411
OBLIGATION TO ISSUE SHARES (Note 14)		-			351,000
PREFERRED SHARE CAPITAL (Note 10)		9,264			7,879
ADDITIONAL PAID-IN CAPITAL (Note 10)		107,322,167			102,090,843
DEFICIT		(109,584,935	)		(103,357,782	)
TOTAL STOCKHOLDERS’ EQUITY		969,267			2,158,351
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,143,199		$	2,459,133

~~VOIP-PAL.COM~~Nature ~~INC.~~and Continuance of Operations (Note 1)

~~CONSOLIDATED~~Contingent ~~STATEMENTS~~Liabilities OF(Note ~~STOCKHOLDERS’ EQUITY~~14)

~~(Expressed~~The inaccompanying ~~U.S.~~notes ~~dollars)~~are an integral part of these consolidated financial statements

	Number			Par Value			Number		Par Value		Value			Capital			Deficit			Total
	Common Shares						Preferred Shares				Shares to be Issued			Additional Paid-in
	Number			Par Value			Number		Par Value		Value			Capital			Deficit			Total
Balance at September 30, 2022		1,986,997,863		$	1,463,465			475,000	$	4,750	$	61,320		$	69,064,237		$	(70,076,579	)	$	517,193
Shares issued for private placement		983,720,000			983,720			-		-		-			3,934,880			-			4,918,600
Shares issued for services		14,500,000			14,500			121,611		1,216		-			68,945			-			84,661
Stock-based compensation		-			-			138,420		1,384		-			20,075,183			-			20,076,567
Exercise of stock options		32,500,000			32,500			-		-		-			(32,500	)		-			-
Return to treasury for cashless option exercise		(2,192,572	)		(2,192	)		-		-		-			2,192			-			-
Gain on settlement, issuance cancelled		-			-			-		-		(61,320	)		-			-			(61,320	)
Loss for the year		-			-			-		-		-			-			(23,109,009	)		(23,109,009	)
Balance at September 30, 2023		3,015,525,291		$	2,491,993			735,031	$	7,350	$	-		$	93,112,937		$	(93,185,588	)	$	2,426,692
Balance		3,015,525,291		$	2,491,993			735,031	$	7,350	$	-		$	93,112,937		$	(93,185,588	)	$	2,426,692
Shares issued for private placement		551,974,976			551,975			-		-		-			2,207,900			-			2,759,875
Share cancelled for private placement returned		(50,000,000	)		(50,000	)		-		-		-			(200,000	)		-			(250,000	)
Shares issued for services		5,000,000			5,000			-		-		-			20,000			-			25,000
Shares issued – preferred shares		-			-			52,885		529		-			(476	)		-			53
Stock-based compensation		-			-			-		-		-			7,017,925			-			7,017,925
Exercise of stock options		45,000,000			45,000			-		-		-			(45,000	)		-			-
Return to treasury for cashless option exercise		(10,841,192	)		(10,842	)		-		-		-			10,842			-			-
Exercise of warrants		45,000,000			45,000			-		-		-			(45,000	)		-			-
Return to treasury for cashless warrant exercise		(11,713,800	)		(11,715	)		-		-		-			11,715			-			-
Loss on settlement of litigation		-			-			-		-		351,000			-			-			351,000
Loss for the year		-			-			-		-		-			-			(10,172,194	)		(10,172,194	)
Balance at September 30, 2024		3,589,945,275		$	3,066,411			787,916	$	7,879	$	351,000		$	102,090,843		$	(103,357,782	)	$	2,158,351
Balance		3,589,945,275		$	3,066,411			787,916	$	7,879	$	351,000		$	102,090,843		$	(103,357,782	)	$	2,158,351

~~The~~VOIP-PAL.COM ~~accompanying notes are an integral part of these consolidated financial statements~~INC.

20CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

~~VOIP-PAL.COM~~For ~~INC.~~the Fiscal Years ending

~~Notes~~(Expressed toin ~~the~~U.S. ~~Consolidated Financial Statements~~Dollars)

(Expressed in United States Dollars)

	September 30,			September 30,
	2025			2024
EXPENSES

Amortization (Note 6)	$	-		$	71,232
Officers and Directors fees (Note 8)		1,556,280			4,344,426
Legal fees		841,258			1,657,665
Office & general		336,087			343,553
Patent consulting fees		18,022			18,000
Professional fees & services		3,493,109			3,478,868
Recovery of expenses previously paid		-			(250,000
Total expenses	$	6,244,756		$	9,663,744
OTHER INCOME
Impairment on intangible assets (Note 6)		-			157,450
Loss on settlement of litigation (Note 12, 14)		-			351,000
Gain on settlement of accounts payable (Note 12)		(17,603	)		-
Total other income		(17,603	)		508,450

LOSS AND COMPREHENSIVE LOSS FOR THE YEAR	$	(6,227,153	)	$	(10,172,194	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)
Weighted-average number of common shares outstanding, basic and diluted		3,656,152,334			3,242,657,558

~~September~~The ~~30,~~accompanying ~~2024~~notes are an integral part of these consolidated financial statements

~~NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS~~19

VOIP-PAL.~~com,~~COM ~~Inc~~INC. (the “Company”) was incorporated in the state of Nevada in September 1997 as All American Casting International, Inc. The Company’s registered office is located at 7215 Bosque Blvd, Suite 102, Waco, Texas in the United States of America.

~~Since~~CONSOLIDATED ~~March~~STATEMENTS ~~2004,~~OF ~~the~~CASH Company has developed technology and patents related to Voice-over-Internet Protocol (VoIP) processes. All business activities prior to March 2004 have been abandoned and written off to deficit. The Company operates in one reportable segment being the acquisition and development of VoIP-related intellectual property including patents and technology. All intangible assets are located in the United States of America.FLOWS

InFor ~~December 2013,~~ the ~~Company~~Fiscal ~~completed~~Years ~~the acquisition of Digifonica (International) Limited, a private company controlled by the CEO of the Company, whose assets included several patents and technology developed for the VoIP market.~~ended

These consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business. The Company is in various stages of product development and continues to incur losses and, as at September 30, 2024, had an accumulated deficit of $103,357,782 (~~September 30, 2023 - $93,185,588). The ability of the~~Expressed Company to continue operations as a going concern is dependent upon raising additional working capital, settling outstanding debts and the exercise of warrants from investors. These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required. There can be no assurance that capital will be available as necessary to meet these continued developments and operating costs or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of additional stock by the Company may result in ~~a significant dilution in the equity interests of its current shareholders~~U. ~~Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments~~S. ~~If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, its business and future success may be adversely affected.~~Dollars)

Additionally, as the Company’s stated objective is to monetize its patent suite through the licensing or sale of its intellectual property (“IP”), the Company being forced to litigate or to defend its IP claims through litigation casts substantial doubt on its future to continue as a going concern. IP litigation is generally a costly process, and in the absence of revenue the Company must raise capital to continue its own defense and to validate its claims – in the event of a failure to defend its patent claims, either because of lack of funding, a court ruling against the Company or because of a protracted litigation process, there can be no assurance that the Company will be able to raise additional capital to pay for an appeals process or a lengthy trial. The outcome of any litigation process may have a significant adverse effect on the Company’s ability to continue as a going concern.

	September 30, 2025			September 30, 2024
Cash Flows used in Operating Activities
Loss for the year	$	(6,227,153	)	$	(10,172,194	)
Add items not affecting cash:
Shares issued for services		25,000			25,000
Preferred shares issued for anti-dilution		1,385			53
Amortization		-			71,232
Gain on settlement of accounts payable		(17,603	)		-
Loss on settlement of litigation		-			351,000
Impairment on intangible assets		-			157,450
Stock-based compensation		4,399,684			7,017,925
Changes in non-cash working capital:
Retainer		16,594			17,434
Restricted cash		-			(40,250	)
Accounts payable and accrued liabilities		(47,247	)		239,020
Prepaid expense		(9,574	)		(24,721	)
Cash Flows Used in Operations		(1,858,914	)		(2,358,051	)
Cash Flows from Financing Activities
Proceeds from private placement		550,000			2,759,875
Loan repayments		-			(250,000	)
Cash Flows Provided by Financing Activities		550,000			2,509,875
Increase (decrease) in cash		(1,308,914	)		151,824
Cash, beginning of the year		2,369,413			2,217,589
Cash, end of the year	$	1,060,499		$	2,369,413

~~NOTE~~Supplemental 2.cash ~~BASIS~~flow OFinformation ~~PRESENTATION~~(Note 9)

The accompanying ~~consolidated~~notes ~~financial~~are ~~statements~~an ~~have~~integral ~~been~~part ~~prepared in accordance with generally accepted accounting principles in the United States~~ of ~~America~~these ~~(“US~~consolidated ~~GAAP”).~~financial statements

2120

VOIP-PAL.COM INC.

~~Notes~~CONSOLIDATED toSTATEMENTS ~~the~~OF ~~Consolidated~~STOCKHOLDERS’ ~~Financial Statements~~EQUITY

(Expressed in ~~United~~U.S. ~~States Dollars~~dollars)

September 30, 2024

	Number			Par Value			Number		Par Value		Value			Capital			Deficit			Total
	Common Shares						Preferred Shares				Shares to be Issued			Additional Paid-in
	Number			Par Value			Number		Par Value		Value			Capital			Deficit			Total
Balance at September 30, 2023		3,015,525,291		$	2,491,993			735,031	$	7,350	$	-		$	93,112,937		$	(93,185,588	)	$	2,426,692
Shares issued for private placement		551,974,976			551,975			-		-		-			2,207,900			-			2,759,875
Share cancelled for private placement returned		(50,000,000	)		(50,000	)		-		-		-			(200,000	)		-			(250,000	)
Shares issued for services		5,000,000			5,000			-		-		-			20,000			-			25,000
Shares issued – preferred shares		-			-			52,885		529		-			(476	)		-			53
Stock-based compensation		-			-			-		-		-			7,017,925			-			7,017,925
Exercise of stock options		45,000,000			45,000			-		-		-			(45,000	)		-			-
Return to treasury for cashless option exercise		(10,841,192	)		(10,842	)		-		-		-			10,842			-			-
Exercise of warrants		45,000,000			45,000			-		-		-			(45,000	)		-			-
Return to treasury for cashless warrant exercise		(11,713,800	)		(11,715	)		-		-		-			11,715			-			-
Loss on settlement of litigation		-			-			-		-		351,000			-			-			351,000
Loss for the year		-			-			-		-		-			-			(10,172,194	)		(10,172,194	)
Balance at September 30, 2024		3,589,945,275		$	3,066,411			787,916	$	7,879	$	351,000		$	102,090,843		$	(103,357,782	)	$	2,158,351
Balance		3,589,945,275		$	3,066,411			787,916	$	7,879	$	351,000		$	102,090,843		$	(103,357,782	)	$	2,158,351

Shares issued for private placement		110,000,000			110,000			-		-		-			440,000			-			550,000
Shares issued for services		5,000,000			5,000			-		-		-			20,000			-			25,000
Shares issued to settle accounts payable		5,000,000			5,000			-		-		-			57,000			-			62,000
Shares issued – preferred shares		-			-			138,522		1,385		-			-			-			1,385
Stock-based compensation		-			-			-		-		-			4,399,684			-			4,399,684
Exercise of stock options		5,000,000			5,000			-		-		-			(5,000	)		-			-
Return to treasury for cashless option exercise		(1,655,629	)		(1,656	)		-		-		-			1,656			-			-
Exercise of warrants		5,000,000			5,000			-		-		-			(5,000	)		-			-
Return to treasury for cashless warrant exercise		(1,984,127	)		(1,984	)		-		-		-			1,984			-			-
Loss on settlement of litigation		30,000,000			30,000			-		-		(351,000	)		321,000			-			-
Loss for the year		-			-			-		-		-			-			(6,227,153	)		(6,227,153	)
Balance at September 30, 2025		3,746,305,519		$	3,222,771			926,438	$	9,264	$	-		$	107,322,167		$	(109,584,935	)	$	969,267
Balance		3,746,305,519		$	3,222,771			926,438	$	9,264	$	-		$	107,322,167		$	(109,584,935	)	$	969,267

~~NOTE~~The 3.accompanying ~~SIGNIFICANT~~notes ~~ACCOUNTING~~are ~~POLICIES~~an integral part of these consolidated financial statements

~~Principles of Consolidation~~21

~~These consolidated financial statements have been prepared on a consolidated basis and include the accounts of the Company and its wholly owned subsidiary, Digifonica~~VOIP-PAL. ~~All intercompany transactions and balances have been eliminated. As at September 30, 2024, Digifonica had no~~COM ~~activities~~INC.

~~Use~~Notes ofto ~~Estimates~~the Consolidated Financial Statements

~~The~~(Expressed preparation of these consolidated financial statements required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Where estimates have been used, financial results as determined by actual events could differ from those estimates. Some of the more significant accounting estimates used in ~~the~~United ~~preparation~~States ~~of the company’s financial statements include deferred income taxes, the valuation of equity-related instruments issued, and the useful life and impairment of intangible assets.~~Dollars)

~~Cash~~September ~~and~~30, ~~Restricted Cash~~2025

~~Cash~~NOTE ~~consists of cash on hand, cash held in trust, and monies held in checking and savings accounts~~1. ~~The~~NATURE ~~Company~~AND ~~had~~CONTINUANCE ~~$2,369,413~~OF in cash on September 30, 2024 (September 30, 2023 - $2,217,589). The Company also had $40,250 restricted cash on September 30, 2024 (2023 - $nil) which is a collateral GIC held for the Company’s corporate credit card.OPERATIONS

~~Fixed~~VOIP-PAL.com, ~~Assets~~Inc. (the “Company”) was incorporated in the state of Nevada in September 1997 as All American Casting International, Inc. The Company’s registered office is located at 7215 Bosque Blvd, Suite 102, Waco, Texas in the United States of America.

~~Fixed~~Since ~~assets~~March ~~are~~2004, ~~stated~~the atCompany ~~cost~~has ~~less~~developed ~~accumulated~~technology ~~depreciation,~~ and ~~depreciated~~patents ~~using~~related ~~the~~to ~~straight~~Voice-~~line~~over-Internet ~~method~~Protocol ~~over~~(VoIP) ~~their~~processes. ~~useful~~All ~~lives;~~business ~~Furniture~~activities prior to March 2004 have been abandoned and ~~computers~~written –off 5to ~~years~~deficit. The Company operates in one reportable segment being the acquisition and development of VoIP-related intellectual property including patents and technology. All intangible assets are located in the United States of America.

~~Intangible~~In ~~Assets~~December 2013, the Company completed the acquisition of Digifonica (International) Limited, a private company controlled by the CEO of the Company, whose assets included several patents and technology developed for the VoIP market.

~~Intangible~~These ~~assets~~consolidated financial statements have been prepared on the basis of a going concern, ~~consisting~~which contemplates the realization of ~~VoIP~~assets ~~communication~~and discharge ~~patent~~of ~~intellectual~~liabilities ~~properties~~in the normal course of business. The Company is in various stages of product development and continues to incur losses and, as at September 30, 2025, had an accumulated deficit of $109,584,935 (IPSeptember 30, 2024 - $103,357,782). ~~are~~The ~~recorded~~ability atof the ~~cost~~Company to continue operations as a going concern is dependent upon raising additional working capital, settling outstanding debts and ~~amortized~~the ~~over~~exercise of warrants from investors. These material uncertainties raise substantial doubt about the ~~assets~~Company’s ~~estimated~~ability to ~~life~~continue onas a ~~straight-line~~going ~~basis~~concern. ~~Management~~Should ~~considers~~the ~~factors~~going ~~such~~concern asassumption ~~remaining~~not ~~life~~continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required. There can be no assurance that capital will be available as necessary to meet these continued developments and operating costs or, if the ~~patents~~capital is available, ~~technological~~that ~~usefulness~~it ~~and~~will ~~other~~be on terms acceptable to the Company. The issuances of ~~factors~~additional stock by the Company may result in ~~estimating~~a significant dilution in the ~~life~~equity interests of its current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase the ~~assets~~Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, its business and future success may be adversely affected.

~~The~~Additionally, ~~carrying~~as ~~value~~the ofCompany’s ~~intangible~~stated ~~assets~~objective ~~are~~is ~~reviewed~~to ~~for~~monetize ~~impairment~~its bypatent ~~management~~suite through the licensing or sale of its intellectual property (“IP”), the Company atbeing ~~least~~forced ~~annually~~to litigate or ~~upon~~to ~~the~~defend ~~occurrence~~its IP claims through litigation casts substantial doubt on its future to continue as a going concern. IP litigation is generally a costly process, and in the absence of anrevenue ~~event~~the ~~which~~Company ~~may~~must ~~indicate~~raise ~~that~~capital to continue its own defense and to validate its claims – in the ~~carrying~~event ~~amount~~of ~~may~~a befailure ~~less~~to ~~than~~defend its ~~fair~~patent ~~value.~~claims, Ifeither ~~impaired~~because of lack of funding, a court ruling against the Company ~~will~~or ~~write-~~because ~~down~~of ~~such impairment.~~a Inprotracted ~~addition~~litigation process, ~~the~~there ~~useful~~can ~~life~~be ofno ~~the~~assurance ~~intangible~~that ~~assets~~the Company will be able ~~evaluated~~to byraise ~~management~~additional atcapital ~~least~~to ~~annually~~pay for an appeals process or ~~upon~~a ~~the~~lengthy ~~occurrence~~ trial. The outcome of anany ~~event~~litigation ~~which~~process may ~~indicate~~have ~~that~~a significant adverse effect on the ~~useful~~Company’s ~~life~~ability ~~may~~to ~~have~~continue ~~changed~~as a going concern.

~~Fair~~NOTE ~~Value~~2. ofBASIS ~~Financial~~OF ~~Instruments~~PRESENTATION

~~FASB~~The ~~ASC~~accompanying ~~820,~~consolidated ~~Fair~~financial ~~Value~~statements ~~Measurement,~~have ~~defines~~been ~~fair~~prepared ~~value as the price that would be received upon sale of an asset or paid upon transfer of a liability~~ in anaccordance ~~orderly~~with ~~transaction~~generally ~~between~~accepted ~~market~~accounting ~~participants~~principles ~~at the measurement date and~~ in the ~~principal or most advantageous market~~ ~~for~~United ~~that~~States ~~asset~~of orAmerica ~~liability.~~(“US ~~The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity~~GAAP”).

The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.22

~~Financial assets and liabilities classified as held~~VOIP-~~for-trading are measured at fair value, with gains and losses recognized in net income~~PAL. ~~Financial~~COM assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortizationINC. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.

~~U.S.~~Notes GAAP establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the amount that would be received for an asset or paid to ~~transfer a liability (i.e., an exit price) in~~ the ~~principal~~Consolidated orFinancial most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:Statements

~~- Level 1: Quoted prices~~ (Expressed in ~~active~~United ~~markets~~States ~~for identical assets and liabilities.~~Dollars)

22September 30, 2025

~~VOIP-PAL.COM~~NOTE ~~INC~~3. SIGNIFICANT ACCOUNTING POLICIES

~~Notes~~Principles toof ~~the Consolidated Financial Statements~~Consolidation

~~(Expressed~~These inconsolidated ~~United~~financial ~~States~~statements ~~Dollars)~~have been prepared on a consolidated basis and include the accounts of the Company and its wholly owned subsidiary, Digifonica. All intercompany transactions and balances have been eliminated. As at September 30, 2025, Digifonica had no activities.

~~September~~Use ~~30,~~of ~~2024~~Estimates

~~NOTE~~The 3preparation of these consolidated financial statements required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. ~~SIGNIFICANT~~Actual ~~ACCOUNTING~~results ~~POLICIES~~could ~~(CONT~~differ from these estimates. Where estimates have been used, financial results as determined by actual events could differ from those estimates. Some of the more significant accounting estimates used in the preparation of the company’D)s financial statements include deferred income taxes, the valuation of equity-related instruments issued, and the useful life and impairment of intangible assets.

-	Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
-	Level 3: Unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash and Restricted Cash

~~The~~Cash ~~Company~~consists ~~classifies~~of ~~its~~cash ~~financial~~on ~~instruments~~hand, ascash ~~follows:~~held ~~Cash~~in trust, and ~~restricted~~monies ~~cash~~held ~~are~~in ~~classified~~checking asand ~~held~~savings toaccounts. ~~maturity~~The ~~and~~Company ~~are~~had ~~measured at~~$1,060,499 ~~amortized~~in ~~cost.~~cash ~~Accounts~~on September ~~payable~~30, ~~and~~2025 ~~accrued~~(September ~~liabilities~~30, ~~are~~2024 ~~classified~~- as$2,369,413). ~~other~~The ~~financial~~Company ~~liabilities~~also had $40,250 ~~and~~restricted ~~have~~cash aon ~~fair~~September ~~value~~30, ~~approximating their~~2025 ~~carrying~~(2024 ~~value~~- $40,250) which ~~due~~is toa ~~their~~collateral ~~short-term~~GIC ~~nature~~held for the Company’s corporate credit card.

~~Income~~Intangible ~~Taxes~~Assets

~~Deferred~~Intangible ~~income~~assets, ~~taxes~~consisting ~~have~~of ~~been~~VoIP ~~provided~~communication ~~for~~patent ~~temporary~~intellectual ~~differences~~properties ~~between~~(IP) ~~financial~~are ~~statement~~recorded ~~and~~at ~~income~~cost ~~tax~~and ~~reporting~~amortized ~~under~~over the ~~asset~~assets ~~and liability~~estimated ~~method,~~life ~~using~~on ~~expected~~a ~~tax~~straight-line ~~rates~~basis. ~~and~~Management ~~laws~~considers ~~that~~factors ~~are~~such ~~expected~~as toremaining belife inof ~~effect when~~ the ~~differences~~patents, ~~are~~technological ~~expected~~usefulness toand ~~reverse. A valuation~~other ~~allowance~~factors isin ~~provided~~estimating ~~when~~the ~~realization~~life isof ~~not~~the ~~considered more likely than not~~assets.

The ~~Company’s~~carrying ~~policy~~value isof tointangible ~~classify~~assets ~~income~~are ~~tax~~reviewed ~~assessments,~~for ifimpairment ~~any,~~by ~~for~~management ~~interest~~of ~~expense~~the ~~and~~Company ~~for~~at ~~penalties~~least inannually ~~general~~or ~~and~~upon ~~administrative~~the occurrence ~~expenses~~of an event which may indicate that the carrying amount may be less than its fair value. ~~The~~If impaired, the Company’s ~~income~~will ~~tax~~write- ~~returns~~down ~~are~~such impairment. ~~subject~~In toaddition, ~~examination~~the byuseful life of the ~~IRS~~intangible ~~and~~assets ~~corresponding~~will ~~states,~~be ~~generally~~evaluated ~~for~~by ~~three~~management at least annually or upon the occurrence ~~years~~of ~~after~~an ~~they~~event ~~are~~which ~~filed~~may indicate that the useful life may have changed.

~~Loss~~Fair ~~per~~Value ~~Common~~of ~~Share~~Financial Instruments

~~Basic~~FASB ~~loss~~ASC ~~per~~820, ~~share~~Fair isValue ~~calculated~~Measurement, ~~using~~defines fair value as the ~~weighted-average~~price ~~number~~that ofwould ~~common~~be ~~shares~~received ~~outstanding~~upon ~~during~~sale ~~each~~of ~~period.~~an ~~Diluted~~asset ~~income~~or ~~per~~paid ~~share~~upon transfer of ~~includes~~a ~~potentially~~liability ~~dilutive~~in ~~securities~~an ~~such~~orderly astransaction ~~outstanding~~between ~~options~~market participants at the measurement date and ~~warrants~~in ~~outstanding~~the ~~during~~principal ~~each~~or ~~period~~most advantageous market for that asset or liability. ToThe ~~calculate~~fair ~~diluted loss~~value ~~per~~should ~~share,~~be ~~the~~calculated ~~Company~~based ~~uses~~on ~~the~~assumptions ~~treasury~~that ~~stock~~market ~~method~~participants ~~and~~would use in pricing the asset ~~if-converted~~or ~~method~~liability, not on assumptions specific to the entity.

~~For~~The ~~the~~Company ~~year~~classifies ~~ended~~financial ~~September~~assets 30and liabilities as held-for-trading, ~~2024~~available-for-sale, held-to-maturity, loans and ~~the~~receivables or ~~year~~other ~~ended~~financial ~~September~~liabilities ~~30,~~depending ~~2023~~on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, ~~there~~except ~~were~~for nothose ~~potentially~~arising ~~dilutive~~from ~~securities~~certain ~~included~~related inparty transactions which are accounted for at the transferor’s ~~calculation~~carrying ofamount ~~weighted-average~~or ~~common~~exchange ~~shares outstanding~~amount.

~~Derivatives~~Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.

WeU.S. ~~account~~GAAP ~~for~~establishes ~~derivatives~~a ~~pursuant~~framework tofor ~~ASC~~measuring ~~815,~~fair ~~Accounting~~value ~~for~~under ~~Derivative~~generally ~~Instruments~~accepted accounting principles and ~~Hedging~~enhances ~~Activities~~disclosures about fair value measurements. ~~All~~Fair ~~derivative~~value ~~instruments are~~is ~~recognized~~defined inas the ~~consolidated~~amount ~~financial~~that ~~statements~~would ~~and~~be ~~measured~~received atfor ~~fair~~an ~~value~~asset ~~regardless~~or ofpaid to transfer a liability (i.e., an exit price) in the ~~purpose~~principal or ~~intent~~most advantageous market for ~~holding~~the ~~them.~~asset or liability in an orderly transaction between market participants Weon ~~determine~~the measurement date. Valuation techniques used to measure fair value ofmaximize ~~warrants~~the ~~and~~use ~~other~~of ~~option-type~~observable ~~instruments~~inputs ~~based~~and onminimize ~~option~~the ~~pricing~~use ~~models~~of unobservable inputs. The ~~changes~~standard indescribes the following fair value hierarchy based on three levels of ~~these instruments~~inputs, of which the first two are ~~recorded~~considered inobservable ~~income~~and orthe ~~expense.~~last unobservable, that may be used to measure fair value:

~~Preferred Shares~~- Level 1: Quoted prices in active markets for identical assets and liabilities.

The preferred shares carry super-voting rights with each shared issued having the equivalent of 1,550 votes. Preferred shares issued by the Company are not convertible into or exchangeable for common shares and they are not exchangeable for equity nor redeemable for cash. The preferred shares do not pay dividends. The preferred shares cannot be sold, exchanged or transferred to another party.23

~~Stock~~VOIP-~~Based~~PAL.COM ~~Compensation~~INC.

~~The~~Notes ~~Company recognizes compensation expense for all stock-based payments made~~ to ~~employees, directors and others based on~~ the ~~estimated~~Consolidated ~~fair values~~Financial ~~of its common stock on the date of issuance.~~Statements

~~The~~(Expressed ~~Company~~in ~~determines~~United ~~the~~States fair value of the stock-based compensation payments granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete.Dollars)

~~The~~September ~~Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period~~30, ~~which is included in operations. Stock option expense is recognized over the option’s vesting period.~~2025

23NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

VOIP-PAL.COM INC.

-	Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

-	Level 3: Unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

~~Notes~~The Company classifies its financial instruments as follows: Cash and restricted cash are classified as held to ~~the~~maturity ~~Consolidated~~and ~~Financial~~are ~~Statements~~measured at amortized cost. Accounts payable and accrued liabilities are classified as other financial liabilities, and have a fair value approximating their carrying value, due to their short-term nature.

~~(Expressed~~Income ~~in United States Dollars)~~Taxes

~~September~~Deferred 30income taxes have been provided for temporary differences between financial statement and income tax reporting under the asset and liability method, ~~2024~~using expected tax rates and laws that are expected to be in effect when the differences are expected to reverse. A valuation allowance is provided when realization is not considered more likely than not.

~~NOTE~~The 3.Company’s ~~SIGNIFICANT~~policy ~~ACCOUNTING~~is ~~POLICIES~~to ~~(CONT~~classify income tax assessments, if any, for interest expense and for penalties in general and administrative expenses. The Company’D)s income tax returns are subject to examination by the IRS and corresponding states.

~~Concentrations~~Loss ofper ~~Credit~~Common ~~Risk~~Share

~~The~~Basic ~~Company’s~~loss ~~policy~~per share is tocalculated ~~maintain~~using ~~cash~~the ~~with~~weighted-average ~~reputable~~number ~~financial~~of ~~institutions~~common orshares inoutstanding ~~retainers~~during ~~with~~each ~~trusted vendors~~period. ~~The~~Diluted ~~Company~~income ~~has~~per share atincludes ~~times~~potentially ~~had~~dilutive ~~cash~~securities ~~balances~~such atas ~~financial~~outstanding ~~institutions~~options inand ~~excess~~warrants ofoutstanding ~~the~~during ~~Federal~~each ~~Deposit~~period. ~~Insurance~~To ~~Corporation~~calculate ~~(FDIC) Insurance Limit of~~diluted ~~$250,000;~~loss ~~however,~~per ~~has not experienced any losses to date as a result. As of September 30~~share, ~~2024,~~ the Company’s ~~bank~~uses ~~operating account balances exceeded~~ the ~~FDIC~~treasury ~~Insurance~~stock ~~Limit~~method ofand ~~$250,000~~the byif-converted ~~$2,119,413~~method.

~~Recent~~For ~~Accounting~~the ~~Pronouncements~~year ended September 30, 2025 and ~~Adoption~~the year ended September 30, 2024, there were no potentially dilutive securities included in the calculation of weighted-average common shares outstanding.

The FASB issues ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date, including those above, that amend the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on our consolidated financial statements.Derivatives

~~NOTE~~We 4account for derivatives pursuant to ASC 815, Accounting for Derivative Instruments and Hedging Activities. ~~PURCHASE~~All OFderivative ~~DIGIFONICA~~instruments are recognized in the consolidated financial statements and measured at fair value regardless of the purpose or intent for holding them. We determine fair value of warrants and other option-type instruments based on option pricing models. The changes in fair value of these instruments are recorded in income or expense.

~~The~~Preferred Company acquired Digifonica in December 2013. Pursuant to the terms in the Share Purchase Agreement (the “SPA”), the Company acquired 100% of Digifonica from the seller, the CEO of the Company (the “Seller”), for a cash payment of $800,000 and 389,023,561 common shares of the Company. The assets acquired through the acquisition were VoIP-related patented technology, including patents for Lawful Intercept, routing, billing and rating, mobile gateway, advanced interoperability solutions, intercepting voice over IP communications, and uninterrupted transmission of internet protocol transmissions during endpoint changes.Shares

The ~~SPA~~preferred ~~included~~shares ancarry ~~anti~~super-~~dilution~~voting ~~clause~~rights ~~(the~~with ~~“Anti-Dilution~~each ~~Clause”)~~shared ~~that~~issued ~~required~~having the ~~Company~~equivalent toof ~~maintain~~1,550 ~~the~~votes. ~~Seller’s percentage~~Preferred ~~ownership~~shares ofissued ~~the~~by the Company atare ~~40%~~not byconvertible ~~issuing~~into ~~the~~or ~~Seller~~exchangeable afor ~~proportionate number of~~ common shares ofand ~~any~~they ~~future~~are ~~issuance~~not ofexchangeable ~~the Company’s~~for ~~common~~equity ~~shares.~~nor ~~Shares~~redeemable ~~issued~~for ~~pursuant~~cash. The topreferred ~~the~~shares ~~Anti-Dilution~~do ~~Clause~~not ~~were~~pay ~~recorded~~dividends. asThe apreferred ~~share~~shares ~~issuance~~cannot ~~cost~~be ~~within~~sold, ~~the~~exchanged ~~Additional Paid-in~~or ~~Capital~~transferred ~~account~~to ~~(Notes~~another ~~8 and 10)~~party.

During the year ended September 30, 2021, on April 12, 2021, the SPA was amended to provide that: a) from its inception until March 31, 2021, the Company would issue warrants to purchase common shares of the Company in an equivalent amount to and instead of the required shares being issued pursuant to the AntiStock-~~Dilution Clause; and b) the Anti-Dilution Clause would be null and void from April 1, 2021 forward.~~Based As a result of this amendment, the Seller returned 513,535,229 common shares to the treasury of the Company and relinquished his right to receive an additional 107,935,333 common shares in exchange for 621,470,562 warrants to purchase common shares at a price of $0.021 for a period of ten years from the date of issue.Compensation

~~During~~The ~~the~~Company ~~year~~recognizes ~~ended~~compensation ~~September~~expense ~~30,~~for ~~2023,~~all ~~on April 23, 2023, the SPA was further amended to: a) retroactively reinstate the Anti~~stock-~~Dilution~~based ~~Clause that~~payments ~~had been nullified by the amendments~~ made to ~~the~~employees, ~~STA~~directors ~~in April 2021 so that the Company is now required to issue warrants to purchase common shares of the Company in an equivalent amount to~~ and ~~instead~~others ofbased ~~the~~on ~~required shares being issued pursuant to~~ the ~~original~~estimated ~~Anti-Dilution~~fair ~~Clause;~~values and b) require the Company to issue preferred shares with super-voting rights in a sufficient amount in order for the Seller to maintain his 40% voting rights in the Company while his warrants issued pursuant to the original and reinstated Anti-Dilution Clause remain unexercised (“2023 Amendments”). Each of ~~the~~its ~~warrant~~common ~~issuance~~stock ~~and~~on the ~~preferred~~date ~~share issuance required under the 2023 Amendments are to occur at the close~~ of each quarterly reporting period. As a result of the 2023 Amendments, the Seller was issued 831,466,899 share purchase warrants and 138,420 series A preferred shares on June 30, 2023. Shares and warrants issued pursuant to the Anti-Dilution Clause are recorded as a share issuance ~~cost within the additional paid-in capital account~~.

~~Pursuant~~The toCompany determines the ~~2023~~fair ~~Amendments,~~value ~~during~~of the ~~year~~stock-based ~~ended~~compensation ~~September~~payments ~~30,~~granted ~~2024,~~as either the ~~Seller~~fair ~~was~~value ~~issued~~of ~~137,091,089~~the ~~share~~consideration ~~purchase~~received or ~~warrants~~the ~~and~~fair ~~52,885 series~~value Aof ~~preferred~~the ~~shares~~equity oninstruments ~~January 12~~issued, ~~2024~~whichever is more reliably measurable. ~~Shares~~If ~~and~~the ~~warrants~~fair value of the equity instruments issued ~~pursuant~~is toused, it is measured using the ~~Anti-Dilution~~stock ~~Clause~~price ~~are~~and ~~recorded~~other measurement assumptions as aof ~~share~~the earlier of either the date at which ~~issuance~~a ~~cost~~commitment ~~within~~for performance to earn the ~~additional~~equity ~~paid-in~~instrument ~~capital~~is ~~account~~reached ~~(Note~~or ~~11)~~the date the performance is complete.

24The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations. Stock option expense is recognized over the option’s vesting period.

~~VOIP-PAL.COM INC.~~24

~~Notes~~VOIP-PAL.COM ~~to the Consolidated Financial Statements~~INC.

~~(Expressed~~Notes into ~~United~~the ~~States~~Consolidated ~~Dollars)~~Financial Statements

~~September~~(Expressed ~~30,~~in ~~2024~~United States Dollars)

~~NOTE~~September 5.30, ~~RETAINER~~2025

~~The~~NOTE ~~Company has retainers with certain of its professional service providers~~3. ~~The~~SIGNIFICANT ~~balance~~ACCOUNTING ~~due~~POLICIES on these prepaid retainers was $18,749 as of September 30, 2024, and $36,183 for the year ended September 30, 2023. The Company recognizes the expense from these retainers as they are invoiced, and the invoiced charges are deducted from the various providers(CONT’ ~~prepaid retainer balances.~~D)

~~NOTE~~Concentrations 6.of ~~FIXED~~Credit ~~ASSETS~~Risk

AThe ~~summary~~Company’s policy is to maintain cash with reputable financial institutions or in retainers with trusted vendors. The Company has at times had cash balances at financial institutions in excess of the ~~Company’s~~Federal ~~fixed~~Deposit ~~assets~~Insurance Corporation (FDIC) Insurance Limit of $250,000; however, has not experienced any losses to date as a result. As of September 30, ~~2024~~2025, ~~and~~the ~~September~~Company’s ~~30,~~bank ~~2023~~operating isaccount balances asexceeded ~~follows:~~the FDIC Insurance Limit of $250,000 by $810,499.

~~SCHEDULE~~Recent OFAccounting ~~FIXED~~Pronouncements ~~ASSETS~~and Adoption

	September 30, 2024			September 30, 2023
Office furniture & computers	$	11,917		$	11,917
Accumulated depreciation		(11,917	)		(9,785	)
Net book value	$	-		$	2,132

~~There~~NOTE ~~were~~4. noPURCHASE ~~retirements~~OF ~~of any fixed assets in the years presented.~~DIGIFONICA

~~NOTE~~The 7Company acquired Digifonica in December 2013. ~~INTANGIBLE~~Pursuant ~~ASSETS~~to the terms in the Share Purchase Agreement (the “SPA”), the Company acquired 100% of Digifonica from the seller, the CEO of the Company (the “Seller”), for a cash payment of $800,000 and 389,023,561 common shares of the Company. The assets acquired through the acquisition were VoIP-related patented technology, including patents for Lawful Intercept, routing, billing and rating, mobile gateway, advanced interoperability solutions, intercepting voice over IP communications, and uninterrupted transmission of internet protocol transmissions during endpoint changes.

The ~~Company~~SPA ~~acquired~~included ~~certain~~an ~~patents~~anti-dilution ~~and~~clause ~~technology~~(the ~~from~~“Anti-Dilution ~~Digifonica~~Clause”) inthat ~~December~~required ~~2013~~the ~~(Note~~Company ~~4).~~to ~~These~~maintain ~~assets~~the ~~have~~Seller’s percentage ~~been~~ownership ~~recorded~~of inthe Company at 40% by issuing the ~~consolidated~~Seller ~~financial~~a ~~statements~~proportionate asnumber ~~intangible~~of ~~assets~~common shares of any future issuance of the Company’s common shares. ~~These~~Shares ~~assets~~issued ~~are~~pursuant ~~being~~to ~~amortized~~the ~~over~~Anti-Dilution ~~twelve~~Clause ~~(12)~~were ~~years~~recorded onas a ~~straight~~share issuance cost within the Additional Paid-~~line~~in ~~basis~~Capital account (Notes 8 and 10).

AsDuring atthe year ended September 30, ~~2024~~2021, on April 12, 2021, the ~~Company~~SPA ~~concluded~~was amended to provide that: a) from its inception until March 31, 2021, the ~~carrying~~Company ~~value~~would issue warrants to purchase common shares of the ~~intangible~~Company ~~assets~~in ~~were~~an ~~fully~~equivalent ~~impaired~~amount ~~based~~to onand ~~its~~instead ~~estimate~~of the required shares being issued pursuant to the Anti-Dilution Clause; and b) the Anti-Dilution Clause would be null and void from April 1, 2021 forward. As a result of ~~fair~~this ~~value~~amendment, isthe ~~lower~~Seller ~~than~~returned 513,535,229 common shares to the ~~carrying~~treasury ~~value~~of the Company and relinquished his right to receive an additional 107,935,333 common shares in exchange for 621,470,562 warrants to purchase common shares at a price of $0.021 for a period of ten years from the ~~intangible~~date ~~asset~~of issue.

ADuring ~~summary~~the year ended September 30, 2023, on April 23, 2023, the SPA was further amended to: a) retroactively reinstate the Anti-Dilution Clause that had been nullified by the amendments made to the STA in April 2021 so that the Company is now required to issue warrants to purchase common shares of ~~intangible~~the ~~assets~~Company asin an equivalent amount to and instead of ~~September~~the 30required shares being issued pursuant to the original Anti-Dilution Clause; and b) require the Company to issue preferred shares with super-voting rights in a sufficient amount in order for the Seller to maintain his 40% voting rights in the Company while his warrants issued pursuant to the original and reinstated Anti-Dilution Clause remain unexercised (“2023 Amendments”). Each of the warrant issuance and the preferred share issuance required under the 2023 Amendments are to occur at the close of each quarterly reporting period. As a result of the 2023 Amendments, ~~2024~~the Seller was issued 831,466,899 share purchase warrants and ~~September~~138,420 series A preferred shares on June 30, 2023. isShares and warrants issued pursuant to the Anti-Dilution Clause are recorded as ~~follows:~~a share issuance cost within the additional paid-in capital account.

~~SCHEDULE~~Pursuant OFto ~~INTANGIBLE~~the ~~ASSETS~~2023 Amendments, during the year ended September 30, 2024, the Seller was issued 137,091,089 share purchase warrants and 52,885 series A preferred shares on January 12, 2024. Shares and warrants issued pursuant to the Anti-Dilution Clause are recorded as a share issuance cost within the additional paid-in capital account.

	September 30, 2024			September 30, 2023
VoIP Intellectual property and patents	$	1,552,416		$	1,552,416
Impairment		(157,450	)		-
Accumulated amortization		(1,394,966	)		(1,325,866	)
Net book value	$	-		$	226,550

Pursuant to the 2023 Amendments, during the year ended September 30, 2025, the Seller was issued 357,865,449 share purchase warrants and 138,522 series A preferred shares on October 9, 2024. Shares and warrants issued pursuant to the Anti-Dilution Clause are recorded as a share issuance cost within the additional paid-in capital account (Note 10).

~~There were no disposals of any intangible assets in the years presented.~~25

~~NOTE~~VOIP-PAL.COM 8INC. ~~LOAN PAYABLE~~

~~The~~Notes ~~Company issued 50,000,000 restricted shares of the Company’s common stock~~ to ~~a related party during~~ the ~~year~~Consolidated ~~2022~~Financial and 2023 at a price of $0.005. In connection with certain allegations arising under the Securities Exchange Act of 1934, as amended the related party surrendered the Shares to the Corporation for cancellation in consideration for issuance of an unsecured promissory note of the Company in the principal amount of $250,000.Statements

~~On January 31, 2024, the Company entered into a Promissory note Agreement~~ (~~the “Note”). The related party waives the right to~~Expressed ~~receive~~in ~~any~~United ~~interest~~States on the principal amount of the Note and the Note is due on demand. On March 20, 2024, the Company paid back a $125,000 loan to the related party. On April 16, the Company paid back another $125,000 loan to the related party. As of September 30, 2024, loan payable had a balance of $nil (2023 - $nilDollars) ~~(Note 9).~~

~~NOTE~~September 9.30, ~~RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION~~2025

~~The~~NOTE ~~Company compensates certain of its key management personnel to operate its business in the normal course~~5. ~~Key management includes the Company’s executive officers and members of its Board of Directors.~~RETAINER

~~Compensation~~The ~~paid~~Company orhas ~~accrued~~retainers towith ~~key~~certain ~~management~~of ~~for~~its ~~services~~professional ~~during~~service providers. The balance due on these prepaid retainers was $2,155 as of September 30, 2025, and $18,749 for the ~~years~~year ended September 30, 2024. The Company recognizes the expense from these retainers as they are invoiced, and ~~2023~~the ~~includes:~~invoiced charges are deducted from the various providers’ prepaid retainer balances.

~~SCHEDULE~~NOTE OF6. ~~COMPENSATION~~INTANGIBLE ~~PAID OR ACCRUED TO KEY MANAGEMENT FOR SERVICES~~ASSETS

	September 30, 2024		September 30, 2023
Management fees paid to the CEO	$	32,900	$	17,718
Management fees paid to the current CFO		63,750		15,000
Management fees paid to the former CFO		-		18,000
Fees paid or accrued to Directors		54,000		49,500
Stock-based compensations (Note 11)		4,193,110		10,866,260
Total fees paid	$	4,343,760	$	10,966,478

The Company acquired certain patents and technology from Digifonica in December 2013 (Note 4). These assets have been recorded in the consolidated financial statements as intangible assets. These assets are being amortized over twelve (12) years on a straight-line basis.

~~During~~As ~~the~~at ~~year ended~~ September 30, 2024, athe ~~director~~Company concluded that the carrying value of the ~~Company~~intangible ~~forgave~~assets ~~$nil~~were ~~(2023~~fully -impaired ~~$2,100)~~based on its estimate of ~~accrued~~fair ~~directors’~~value ~~fees~~is lower than the carrying value of the intangible asset.

~~During~~A ~~the~~summary ~~year~~of ~~ended~~intangible ~~September~~assets ~~30,~~as ~~2024,~~of onSeptember ~~January 31~~30, ~~2024,~~2025 ~~the Company entered into a Promissory note Agreement (the “Note”) with a related party. The related party waives the right to receive any interest on the principal amount of the Note~~ and ~~the Note is due on demand. On March 20, 2024, the Company paid back a $125,000 loan to the related party. On April 16, the Company paid back another $125,000 loan to the related party. As of~~ September 30, 2024, ~~loan~~is ~~payable~~as ~~had a balance of $nil (2023 - $nil) (Note 8).~~follows:

~~At September~~SCHEDULE ~~30,~~OF ~~2024,~~INTANGIBLE ~~included in accounts payable and accrued liabilities is $5,250 (September 30, 2023 - $5,000) owed to current officers and directors.~~ASSETS

At September 30, 2024, included in prepaid expense is $30,721 (September 30, 2023 - $6,000) of prepaid compensation to directors.

	September 30, 2025		September 30, 2024
VoIP Intellectual property and patents	$	-	$	1,552,416
Impairment		-		(157,450	)
Accumulated amortization		-		(1,394,966	)
Net book value	$	-	$	-

25There were no disposals of any intangible assets in the years presented.

~~VOIP-PAL.COM~~NOTE ~~INC~~7. LOAN PAYABLE

~~Notes~~The Company issued 50,000,000 restricted shares of the Company’s common stock to a related party during the ~~Consolidated~~year ~~Financial~~2022 ~~Statements~~and 2023 at a price of $0.005. In connection with certain allegations arising under the Securities Exchange Act of 1934, as amended the related party surrendered the Shares to the Corporation for cancellation in consideration for issuance of an unsecured promissory note of the Company in the principal amount of $250,000.

On January 31, 2024, the Company entered into a Promissory note Agreement (~~Expressed~~the “Note”). The related party waives the right to inreceive ~~United~~any ~~States~~interest ~~Dollars~~on the principal amount of the Note and the Note is due on demand. On March 20, 2024, the Company paid back a $125,000 loan to the related party. On April 16, 2024, the Company paid back another $125,000 loan to the related party. As of September 30, 2025, loan payable had a balance of $nil (September 30, 2024 - $nil) (Note 8).

~~September~~NOTE ~~30,~~8. ~~2024~~RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

~~NOTE~~The 10Company compensates certain of its key management personnel to operate its business in the normal course. ~~SUPPLEMENTAL~~Key ~~CASH~~management ~~FLOW~~includes ~~INFORMATION~~the Company’s executive officers and members of its Board of Directors.

~~During~~Compensation ~~the year ended September 30, 2024, the Company~~ paid ~~$Nil (September 30, 2023 - $Nil) in interest~~ or ~~income~~accrued ~~taxes.~~to ~~There~~key ~~were~~management nofor ~~non-cash investing~~services ~~or financing transactions~~ during the years ended September 30, ~~2024~~2025 and ~~2023.~~2024 includes:

~~NOTE 11.~~SCHEDULE ~~SHARE~~OF ~~CAPITAL~~COMPENSATION PAID OR ACCRUED TO KEY MANAGEMENT FOR SERVICES

Capital Stock Authorized and Issued as at September 30, 2024:

	September 30, 2025		September 30, 2024
Management fees paid to the CEO	$	48,000	$	32,900
Management fees paid to the current CFO		67,200		63,750
Fees paid or accrued to Directors		71,000		54,000
Stock-based compensations (Note 11)		1,479,014		4,193,110
Total fees paid	$	1,665,214	$	4,343,760

	-	8,000,000,000 (September 30, 2023 – 5,000,000,000) common voting shares authorized with a par value of $0.001 each, of which 3,589,945,275 (September 30, 2023 – 3,015,525,291) shares are issued.
	-	1,000,000 series A preferred shares authorized with a par value of $0.01 each, of which 787,916 (September 30, 2023 – 735,031) shares are issued. The preferred shares were issued for super-voting rights and are not convertible, exchangeable for common shares, nor redeemable for cash. The preferred shares cannot be sold, exchanged or transferred to another party.

On January 31, 2024, the Company entered into a Promissory note Agreement (the “Note”) with a related party. The related party waives the right to receive any interest on the principal amount of the Note and the Note is due on demand. On March 20, 2024, the Company paid back a $125,000 loan to the related party. On April 16, the Company paid back another $125,000 loan to the related party. As of September 30, 2025, loan payable had a balance of $nil (2024 - $nil) (Note 7).

~~During~~At ~~the~~September ~~year~~30, ~~ended~~2025, included in accounts payable and accrued liabilities is $20,000 (September 30, 2024 - $5,250) ~~the~~owed ~~Company~~to ~~issued:~~current officers and directors.

−At September ~~551~~30,~~974,976~~ ~~common shares priced at $0.005 per share for cash proceeds of $2~~2025,~~759,875~~ ~~from~~included ain ~~private~~prepaid ~~placement~~expense ofis ~~common shares. − 50,000,000 common shares were returned to the treasury shares from a private placement of common shares cancelled. − 5,000,000 common shares for services with a value of~~ $2524,~~000.~~905 −(September 5230,~~885~~ ~~series~~2024 ~~A preferred shares pursuant to the Anti~~-~~Dilution~~ ~~Clause of the SPA (Note 4) with a value of~~ $~~53 in order to bring total series A preferred share ownership to 787~~30,~~916.~~721) ~~− 45,000,000 common shares priced at $0.005 per share, offset by 10,841,192 shares returned to treasury pursuant to cashless option exercises with a net value~~ of ~~$34,158.~~prepaid −compensation ~~45,000,000 common shares priced at $0.005 per share, offset by 11,713,800 shares returned~~ to ~~treasury pursuant to cashless warrant exercises with a net value of $33,285~~directors.

~~Issues during the year ended September 30, 2023~~26

~~During~~VOIP-PAL.COM ~~the year ended September 30, 2023, the Company issued:~~INC.

~~− 983,720,000 common shares priced at $0.005 per share for cash proceeds of $4,918,600 from a private placement; − 831,466,899 warrants~~ Notes to ~~purchase 831,466,899 common shares exercisable at a price of $0.001 to~~ the ~~Seller~~Consolidated ofFinancial Digifonica pursuant to the Anti-Dilution Clause of the amended SPA (Note 4); − 121,611 Series A Preferred shares for services with a value of $12,161 (Note 8); − 138,420 Series A Preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $138; and − 14,500,000 common shares for services with a value of $72,500. − 32,500,000 common shares priced at $0.005 per share issuance, offset by 2,192,572 shares returned to treasury for cashless option exercises with a net value of $30,308.Statements

~~Subsequent~~(Expressed ~~Issues~~in United States Dollars)

~~Subsequent to the year ended~~ September ~~30, 2024, as of October 1, 2024, the Company issued 30,000,000 restricted common shares priced at $0.0117~~ ~~per share to Locksmith Financial Corporation as per a settlement and release agreement entered (Note 15). Also, as of October~~ 30, ~~2024, the Company issued 5,000,000 common shares for services with a value of $25,000.~~2025

~~Subsequent~~NOTE ~~to the year ended September 30, 2024, as of October~~ 9~~, 2024, the Company issued 357,865,449 warrants to purchase 357,865,449 common shares exercisable at a price of $0~~.~~001~~ toSUPPLEMENTAL ~~the~~CASH ~~Seller~~FLOW of Digifonica pursuant to the Anti-Dilution Clause of the amended SPA. Also, as of October 29, 2024, 3,000,000 warrants were issued to purchase 3,000,000 common shares exercisable at a price of $0.005; as of November 13, 2024, 5,000,000 warrants were issued to purchase 5,000,000 common shares exercisable at a price of $0.005; as of December 2, 2024, 1,000,000 warrants were issued to purchase 1,000,000 common shares exercisable at a price of $0.005.INFORMATION

26During the year ended September 30, 2025, the Company paid $Nil (September 30, 2024 - $Nil) in interest or income taxes. There were no non-cash investing or financing transactions during the years ended September 30, 2025 and 2024.

~~VOIP-PAL.COM~~NOTE ~~INC~~10. SHARE CAPITAL

~~Notes~~Capital toStock ~~the~~Authorized ~~Consolidated~~and ~~Financial~~Issued ~~Statements~~as at September 30, 2025:

(Expressed in United States Dollars)

	-	10,000,000,000 (2024 – 8,000,000,000) common voting shares authorized with a par value of $0.001 each, of which 3,746,305,519 (2024 – 3,589,945,275) shares are issued.

	-	2,000,000 (2024 – 1,000,000) series A preferred shares authorized with a par value of $0.01 each, of which 926,438 (2024 – 787,916) shares are issued. The preferred shares were issued for super-voting rights and are not convertible, exchangeable for common shares, nor redeemable for cash. The preferred shares cannot be sold, exchanged or transferred to another party.

~~September~~Issues during the year ended September 30, ~~2024~~2025

~~NOTE~~During ~~12.~~the ~~STOCK-BASED~~year ~~COMPENSATION~~ended September 30, 2025, the Company issued:

~~Common Share~~_ ~~Purchase~~110,000,000 ~~Warrants~~common shares priced at $0.005 per share for cash proceeds of $550,000 from a private placement of common shares. _ 5,000,000 common shares for services with a value of $25,000. _ 5,000,000 common shares with a value of $62,000 to settle accounts payable of $27,237 resulting in a loss on settlement of $34,763. _ 30,000,000 restricted common shares priced at $0.0117 per share to Locksmith Financial Corporation as per a settlement and release agreement entered. _ 138,522 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $1,385 in order to bring total series A preferred share ownership to 926,438. _ 5,000,000 common shares priced at $0.005 per share, offset by 1,655,629 shares returned to treasury pursuant to cashless option exercises with a net value of $3,344. _ 5,000,000 common shares priced at $0.005 per share, offset by 1,984,127 shares returned to treasury pursuant to cashless option exercises with a net value of $3,016.

AsIssues ofduring ~~September~~the ~~30,~~year ~~2024,~~ended ~~there are 2,799,028,550 (~~September 30, ~~2023 - 1,862,937,461) outstanding share purchase warrants to be exercised.~~2024

~~The~~During ~~following~~the ~~table~~year ~~summarizes~~ended September 30, 2024, the Company’s ~~warrant transactions~~issued:

~~SCHEDULE OF~~− ~~STOCK~~551,974,976 ~~WARRANT~~common ~~TRANSACTIONS~~shares priced at $0.005 per share for cash proceeds of $2,759,875 from a private placement of common shares. − 50,000,000 common shares were returned to the treasury shares from a private placement of common shares cancelled. − 5,000,000 common shares for services with a value of $25,000. − 52,885 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $53 in order to bring total series A preferred share ownership to 787,916. − 45,000,000 common shares priced at $0.005 per share, offset by 10,841,192 shares returned to treasury pursuant to cashless option exercises with a net value of $34,158. − 45,000,000 common shares priced at $0.005 per share, offset by 11,713,800 shares returned to treasury pursuant to cashless warrant exercises with a net value of $33,285.

	Number of warrants			Weighted average exercise price
Balance September 30, 2022		1,031,470,562		$	0.0023
Issued		831,466,899			0.001
Balance September 30, 2023		1,862,937,461		$	0.0019
Issued		985,091,089			0.004
Exercised		(45,000,000	)		0.005
Cancelled		(4,000,000	)		0.005
Balance September 30, 2024		2,799,028,550		$	0.0027

Subsequent Issues

~~The~~Subsequent ~~following~~to ~~table~~the ~~summarizes~~year ended September 30, 2025, on October 14, 2025, the ~~share~~Company ~~purchase~~issued ~~warrants~~3,000,000 ~~outstanding~~common shares priced at ~~September~~$0.005 30per share for cash proceeds of $15,000 ~~2024:~~from a private placement of common shares.

~~SCHEDULE~~Subsequent to OFthe ~~PURCHASE~~year ~~WARRANTS~~ended ~~OUTSTANDING~~September 30, 2025, on October 28, 2025, the Company issued 2,000,000 common shares priced at $0.005 per share for cash proceeds of $10,000 from a private placement of common shares.

Grant Date	Warrants Outstanding		Exercise Price		Remaining Contractual Life (Years)		Number of Warrants Currently Exercisable
4/12/2021		621,470,562	$	0.001		6.54		621,470,562
5/30/2022		365,000,000		0.005		2.67		365,000,000
6/30/2023		831,466,899		0.001		8.76		831,466,899
1/12/2024		137,091,089		0.001		9.29		137,091,089
4/25/2024		203,000,000		0.005		9.57		203,000,000
6/12/2024		10,000,000		0.005		9.70		-
8/18/2024		50,000,000		0.005		9.88		50,000,000
8/18/2024		447,000,000		0.005		9.88		-
9/6/2024		45,000,000		0.005		4.93		45,000,000
9/12/2024		60,000,000		0.005		4.95		60,000,000
9/17/2024		29,000,000		0.005		4.96		29,000,000
		2,799,028,550	$	0.003		7.58		2,342,028,550

On June 20, 2025, the Company entered into a securities purchase agreement with an investor whereby the investor committed to purchase 20,000,000 common shares and nine additional allotments of 20,000,000 common shares priced at $0.005 over a period of nine months for aggregate proceeds of $1,000,000 (the “Original Agreement”). Subsequent to the year ended September 30, 2025, on November 12, 2025, the Company entered into an amended and restated securities purchase agreement, whereby the investor had already completed the initial allotment and three additional allotments for aggregate proceeds of $400,000 from the Original Agreement, and would commit to the purchase of 17 additional allotments of varying amounts priced at $0.005 over a period of 17 months for aggregate proceeds of $1,600,000. On December 11, 2025, the Company issued 4,000,000 common shares priced at $0.005 per share for cash proceeds of $20,000 pursuant to this agreement.

~~During~~Subsequent to the year ended September 30, ~~2024~~2025, ason ofOctober ~~January 12~~10, ~~2024~~2025, the Board of the Company ~~issued~~approved ~~137,091,089~~a ~~common~~personal ~~share~~loan ~~purchase~~of ~~warrants~~up to ~~purchase 137~~$60,~~091,089~~000 ~~common~~to ~~shares~~Emil Malak. As of the ~~Company~~date ~~at a price~~ of ~~$0.001~~this ~~per~~report, ~~share~~$35,000 tohas bebeen ~~issued~~advanced tounder the ~~Seller~~loan. ofThe ~~Digifonica~~loan ~~pursuant~~bears tointerest ~~the~~at ~~Anti-Dilution Clause~~an annual rate of ~~the~~5% ~~amended~~and ~~SPA~~has a term of one year.

~~During the year ended September 30, 2023, the Company:~~27

~~− on April 23, 2023, re~~VOIP-~~priced 621,470,562 warrants issued on April 12, 2021 from $0~~PAL.~~021 to $0~~COM INC.001; − on April 24, 2023, changed the vesting provisions and exercise price of 410,000,000 warrants granted on May 30, 2022, to fully vest and re-price all such warrants from $0.025 to $0.005; and − on June 30, 2023, issued 831,466,899 warrants to purchase common shares at a price of $0.001 per share to the seller of Digifonica pursuant to the reinstated Anti-Dilution Clause of the amended STA (Note 4).

~~During~~Notes ~~the year ended September 30, 2024, on September 17, 2024, the Company issued 29,000,000 warrants~~ to ~~purchase common shares at a price of $0.005 per share for a period of 5 years from~~ the ~~date~~Consolidated ofFinancial issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.44%, expected life of 5 years, annualized historical volatility of 144.95% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.010. During the year ended September 30, 2024, share-based compensation expenses of $279,144 (2023 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.Statements

During the year ended September 30, 2024, on September 12, 2024, the Company issued 60,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its officers, employees and consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.47%, expected life of 5 years, annualized historical volatility of 145.06% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.010. During the year ended September 30, 2024, share-based compensation expenses of $618,491 (~~2023 - $nil) was recorded within the additional paid-in capital account, of which~~Expressed ~~$103,082 was included as “Officers and directors fees” and $515,409 was included as “Professional fees and services”~~ in ~~the~~United ~~consolidated~~States ~~statements of loss and comprehensive loss.~~Dollars)

~~During the year ended~~ September ~~30, 2024, on September 6, 2024, the Company issued 45,000,000 warrants to purchase common shares at a price~~ of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 2.75%, expected life of 5 years, annualized historical volatility of 129.71% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.011. During the year ended September 30, 2024, share-based compensation expenses of $472,337 (2023 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.2025

27NOTE 11. STOCK-BASED COMPENSATION

~~VOIP-PAL.COM~~Common ~~INC.~~Share Purchase Warrants

~~Notes~~As toof ~~the~~September ~~Consolidated~~30, ~~Financial~~2025, ~~Statements~~there are 3,888,393,999 (September 30, 2024 - 2,799,028,550) outstanding share purchase warrants to be exercised.

~~(Expressed~~The infollowing ~~United~~table ~~States~~summarizes ~~Dollars)~~the Company’s warrant transactions:

~~September 30,~~SCHEDULE ~~2024~~OF STOCK WARRANT TRANSACTIONS

NOTE 12. STOCK-BASED COMPENSATION (CONT’D)

	Number of warrants			Weighted average exercise price
Balance September 30, 2023		1,862,937,461		$	0.0019
Issued		985,091,089			0.004
Exercised		(45,000,000	)		0.005
Cancelled		(4,000,000	)		0.005
Balance September 30, 2024		2,799,028,550		$	0.0027
Issued		1,101,365,449			0.004
Exercised		(5,000,000	)		0.005
Cancelled		(7,000,000	)		0.005
Balance September 30, 2025		3,888,393,999		$	0.003

~~During~~The ~~the~~following ~~year~~table ~~ended~~summarizes ~~September 30, 2024, on August 18, 2024,~~ the ~~Company~~share ~~issued~~purchase ~~50,000,000 compensation~~ warrants tooutstanding ~~purchase common shares~~ at a price of $0.005 per share for a period of 10 years from the date of issue to the CEO and Chairman of Board of the Company, as appropriate compensation for exemplary and indispensable services performed over the last three years. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.06%, expected life of 10 years, annualized historical volatility of 131.99% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.016. During the year ended September 30, 2024, share-based compensation expenses of $796,420 (2023 - $nil) was recorded within the additional paid-in capital account, which was included as “Officers and directors fees” in the consolidated statements of loss and comprehensive loss.2025:

~~During the~~SCHEDULE ~~year~~OF ~~ended~~PURCHASE ~~September~~WARRANTS 30, 2024, on August 18, 2024, the Company issued 451,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its directors, officers, employees and consultants. Vesting of the warrants is contingent on the occurrence of certain events.OUTSTANDING

During the year ended September 30, 2024, on June 12, 2024, the Company issued 10,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to a consultant for professional services received. Vesting of the warrants is contingent on the occurrence of certain events.

Grant Date	Warrants Outstanding		Exercise Price		Remaining Contractual Life (Years)		Number of Warrants Currently Exercisable
4/12/2021		621,470,562	$	0.001		5.53		621,470,562
5/30/2022		360,000,000		0.005		1.66		360,000,000
6/30/2023		831,466,899		0.001		7.75		831,466,899
1/12/2024		137,091,089		0.001		8.29		137,091,089
4/25/2024		203,000,000		0.005		8.57		203,000,000
6/12/2024		10,000,000		0.005		8.70		-
8/18/2024		50,000,000		0.005		8.89		50,000,000
8/18/2024		447,000,000		0.005		8.89		-
9/6/2024		45,000,000		0.005		3.94		45,000,000
9/12/2024		54,000,000		0.005		3.95		54,000,000
9/17/2024		28,000,000		0.005		3.97		28,000,000
10/09/2024		357,865,449		0.001		9.03		357,865,449
10/29/2024		3,000,000		0.005		4.08		3,000,000
11/13/2024		5,000,000		0.005		4.12		5,000,000
12/02/2024		1,000,000		0.005		4.18		1,000,000
12/20/2024		3,000,000		0.005		4.22		3,000,000
01/02/2025		6,000,000		0.005		4.26		6,000,000
01/16/2025		55,000,000		0.005		9.30		-
01/19/2025		7,000,000		0.005		9.31		-
01/22/2025		13,000,000		0.005		9.32		-
02/14/2025		21,000,000		0.005		9.38		21,000,000
07/16/2025		622,500,000		0.005		9.80		622,500,000
08/23/2025		5,000,000		0.005		9.80		5,000,000
09/24/2025		2,000,000		0.005		9.99		2,000,000
		3,888,393,999	$	0.003		7.39		3,356,393,999

During the year ended September 30, ~~2024~~2025, on ~~April~~September 2524, ~~2024~~2025, the Company issued ~~203~~2,000,000 warrants to purchase common shares at a price of of $0.005 per share for a period of ~~ten~~10 years from the date of issue to its ~~directors, officers, employees and~~ consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.7016%, expected life of 10 years, annualized historical volatility of ~~136~~114.8123% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.013. During the year ended September 30, ~~2024~~2025, share-based compensation ~~expenses~~ of $226,~~601,105~~498 (~~2023~~2024 - $nil) was recorded within the additional paid-in capital account, of which ~~$1,806,679~~ was included as “~~Officers~~Professional ~~and directors~~ fees” and ~~$794,426 was included as “Professional~~ ~~fees and~~ services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2024, on January 12, 2024, the Company issued 137,091,089 warrants to purchase common shares at a price of $0.001 per share for a period of 10 years from the date of issue to its directors, officers, employees and consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.21%, expected life of 10 years, annualized historical volatility of 144.84% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.018. During the year ended September 30, 2024, share issuance cost of $2,431,780 (2023 - $nil) was recorded within the additional paid-in capital account.28

During the year ended September 30, 2023, on June 30, 2023, the Company issued 831,466,899 warrants recorded as a share issuance cost to purchase common shares at a price of $0.001 per share for a period of ten years from the date of issue to its directors, officers, employees and consultants. The following assumptions were used for the BlackVOIP-~~Scholes valuation of these warrants on grant date as follows: risk-free rate of 3~~PAL.~~81%,~~COM ~~expected life of 10 years, annualized historical volatility of 143~~INC.~~75% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.046.~~

~~During the~~Notes ~~year ended September 30, 2022, on May 30, 2022, the Company issued 410,000,000 warrants~~ to ~~purchase common shares at a price of $0.025 per share for a period of five years from~~ the ~~date~~Consolidated ofFinancial issue to its directors, officers, employees and consultants. On April 24, 2023, 410,000,000 warrants granted on May 30, 2022, were modified to become fully vested and re-priced all such warrants from $0.025 to $0.005. The following assumptions were used for the Black-Scholes valuation of these warrants on modification date as follows: risk-free rate of 3.60%, expected life of 4.10 years, annualized historical volatility of 174.16% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The fair market value that was recorded as additional paid-in capital was $15,995,229. The weighted-average fair value per warrant is $0.039. During the year ended September 30, 2024, stock-based compensation cost of $nil (2023 - $15,995,229) was charged against income from these vested warrants.Statements

~~On April~~(Expressed 23, 2023, 621,470,562 warrants issued on April 12, 2021 were re-priced from $0.021 to $0.005. For the incremental cost on these warrants modification, the following assumptions were used for the Black-Scholes valuation of warrants issued during the year ended September 30, 2023: risk-free rate of 4.78%, expected life of 7.99 years, annualized historical volatility of 169.15% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The incremental cost that has been recorded as additional paid-in ~~capital~~United ~~from~~States ~~the modification of these warrants was $130,000. The weighted-average fair value of these warrants issued was $0.036.~~Dollars)

28September 30, 2025

~~VOIP-PAL~~NOTE 11.~~COM INC.~~ STOCK-BASED COMPENSATION (CONT’D)

~~Notes~~During the year ended September 30, 2025, on August 23, 2025, the Company issued 5,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the ~~Consolidated~~date ~~Financial~~of ~~Statements~~issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.28%, expected life of 9.9 years, annualized historical volatility of 143.07% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the year ended September 30, 2025, share-based compensation of $35,415 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2025, on July 16, 2025, the Company issued 622,500,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.46%, expected life of 10 years, annualized historical volatility of 143.05% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the year ended September 30, 2025, share-based compensation of $3,917,813 (~~Expressed~~2024 - $nil) was recorded within the additional paid-in capital account, which $1,479,014 was included as “executive officer compensation” and $2,438,799 was included as “Professional fees and services” in ~~United~~the ~~States~~consolidated ~~Dollars)~~statements of loss and comprehensive loss.

During the year ended September 30, 2025, on February 14, 2025, the Company issued 21,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.33%, expected life of 5 years, annualized historical volatility of 143.28% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.013. During the year ended September 30, 2025, share-based compensation of $279,697 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss. On May 9, 2025, the Company amended the period of the warrants from 5 years to 10 years resulting in additional share-based compensation of $12,808.

~~NOTE~~During 12the year ended September 30, 2025, on January 22, 2025, the Company issued 13,000,000 warrants to purchase common shares at a price of $0.005 ~~STOCK~~per share for a period of 10 years from the date of issue to a consultant for professional services received. Exercisability of the warrants is contingent on the occurrence of certain events. The following assumptions were used for the Black-~~BASED~~Scholes ~~COMPENSATION~~valuation ~~(CONT~~of these warrants on grant date as follows: risk-free rate of 4.60%, expected life of 10 years, annualized historical volatility of 143.44% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’Ds stock and other factors. The weighted-average fair value per warrant is $0.008. During the year ended September 30, 2025, management assessed that the probability that the condition will be met is approximately 2%, accordingly, share-based compensation of $2,102 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

~~Common~~During ~~Share~~the ~~Purchase~~year ~~Options~~ended September 30, 2025, on January 19, 2025, the Company issued 7,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants for professional services received. Exercisability of the warrants is contingent on the occurrence of certain events. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.61%, expected life of 10 years, annualized historical volatility of 143.01% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the year ended September 30, 2025, management assessed that the probability that the condition will be met is approximately 2%, accordingly, share-based compensation of $923 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

InDuring ~~order~~the toyear ~~provide~~ended ~~incentive~~September to30, ~~directors~~2025, ~~officers~~on January 16, ~~management~~2025, ~~employees~~the Company issued 55,000,000 ~~consultants~~warrants ~~and~~to ~~others~~purchase ~~who~~common ~~provide~~shares ~~services~~at toa ~~the~~price ~~Company~~of or$0.005 ~~any~~per ~~subsidiary~~share ~~(the~~for ~~“Service~~a ~~Providers”)~~period toof ~~act~~10 inyears from the ~~best~~date ~~interests~~ of ~~the~~issue ~~Company,~~to ~~and~~its toconsultants ~~retain~~for ~~such~~professional ~~Service~~services ~~Providers,~~received. Exercisability of the ~~Company~~warrants ~~has~~is incontingent ~~place~~on anthe ~~incentive~~occurrence ~~Stock~~of ~~Option~~certain ~~Plan~~events. ~~(the~~The ~~“Plan”)~~following ~~whereby~~assumptions were used for the ~~Company~~Black-Scholes isvaluation of ~~authorized~~these towarrants ~~issue~~on upgrant todate 10as follows: risk-free rate of 4.61% , expected life of ~~its~~10 ~~issued~~years, annualized historical volatility of 143.01% and ~~outstanding~~a ~~share~~dividend ~~capital~~rate inof ~~options~~0%. toExpected ~~purchase~~volatilities ~~common~~are ~~shares~~based on the historical volatility of the Company.’s stock and other factors. The ~~maximum~~weighted-average ~~term~~fair ofvalue ~~options~~per ~~granted under~~warrant is $0.008. During the ~~Plan~~year ~~cannot~~ended ~~exceed~~September ~~ten~~30, ~~years~~2025, ~~with~~management ~~vesting~~assessed ~~terms~~that ~~determined~~the atprobability that the ~~discretion~~condition will be met is approximately 2%, accordingly, share-based compensation of $8,562 (2024 - $nil) was recorded within the ~~Board~~additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of ~~Directors~~loss and comprehensive loss.

~~The~~During the year ended September 30, 2025, on January 2, 2025, the Company issued 6,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following ~~table~~assumptions ~~summarizes~~were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 2.94%, expected life of 5 years, annualized historical volatility of 119.63% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock ~~option~~and ~~transactions:~~other factors. The weighted-average fair value per warrant is $0.007. During the year ended September 30, 2025, share-based compensation of $41,155 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

~~SCHEDULE OF STOCK OPTIONS TRANSACTIONS~~29

	Number of options			Weighted average exercise price ($)
Balance September 30, 2022		182,000,000		$	0.024
Granted		75,000,000			0.005
Exercised		(32,500,000	)		0.005
Cancelled / Expired		(15,000,000	)		0.010
Balance September 30, 2023		209,500,000		$	0.005
Granted		115,000,000			0.005
Exercised		(45,000,000	)		0.005
Balance September 30, 2024		279,500,000		$	0.005

VOIP-PAL.COM INC.

~~The following~~Notes ~~table~~to ~~summarizes~~ the ~~stock~~Consolidated ~~options~~Financial ~~outstanding at September 30, 2024:~~Statements

~~SCHEDULE~~(Expressed OFin ~~STOCK~~United ~~OPTIONS~~States ~~OUTSTANDING~~Dollars)

Options Outstanding	Exercise Price		Remaining Contractual Life (Years)		Number of Options Currently Exercisable
40,000,000	$	0.005		1.57		40,000,000
64,500,000		0.005		2.67		64,500,000
65,000,000		0.005		3.67		65,000,000
110,000,000		0.005		4.29		110,000,000
279,500,000	$	0.005		3.38		279,500,000

September 30, 2025

~~During the~~NOTE ~~year~~11. ~~ended~~STOCK-BASED ~~September~~COMPENSATION ~~30,~~(CONT’D) ~~2024, the Company:~~

-During the year ended September 30, 2025, on ~~January~~December 1220, 2024, ~~granted~~the ~~115~~Company issued 3,000,000 ~~options~~warrants to purchase ~~115,000,000~~ common shares at a price of $0.005 toper ~~its~~share ~~consultants and advisors. The options are exercisable~~ for a period of ~~five~~5 years from the date of ~~grant,~~issue ~~with~~to ~~112,500,000~~its ~~options vesting on the date of the option grant, 2,500,000 options vesting on July 12, 2024~~consultants. The following assumptions were used for the Black-Scholes valuation of ~~stock~~these ~~options~~ warrants on grant date as follows: risk-free rate of 43.2104%, expected life of 5 years, annualized historical volatility of ~~144~~118.8443% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the year ended September 30, ~~2024~~2025, ~~stock~~share-based compensation ~~cost~~ of $116,~~951,168~~862 (~~2023~~2024 - $nil) was ~~charged~~recorded ~~against~~within ~~income~~the ~~from~~additional ~~options~~paid-in ~~vested~~capital account, of which ~~$1,187,668~~ was included as “~~Officers and directors fees” and $763,500 was included as “~~Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, ~~2023~~2025, on December 2, 2024, the Company issued 1,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 2.92%, expected life of 5 years, annualized historical volatility of 119.69% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the year ended September 30, 2025, share-based compensation of $5,642 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

-During onthe ~~April~~year 24ended September 30, ~~2023~~2025, ~~re-priced~~on ~~all~~November ~~its~~13, ~~previously~~2024, the Company issued ~~outstanding~~5,000,000 ~~options~~warrants to bepurchase ~~exercisable~~common shares at a price of $0.005 per share; for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.12%, expected life of 5 years, annualized historical volatility of 120.79% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the year ended September 30, 2025, share-based compensation of $32,558 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

-During onthe ~~May~~year 31ended September 30, ~~2023~~2025, ~~granted~~on 75October 29,~~000~~ 2024,~~000~~ ~~options~~the toCompany ~~purchase~~issued 753,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its ~~directors~~consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.02%, ~~consultants~~expected life of 5 years, annualized historical volatility of 122.87% and ~~advisors~~a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the year ended September 30, 2025, share-based compensation of $19,649 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the year ended September 30, ~~2023~~2025, onas ~~May~~of 31October 9, ~~2023~~2024, the Company ~~granted~~issued 75357,~~000~~865,~~000~~449 ~~options~~common share purchase warrants to purchase 75357,~~000~~865,~~000~~ 449 common shares of the Company at a price of $0.~~005~~001 toper ~~its~~share, ~~consultants~~to ~~and~~be ~~advisors.~~issued ~~The~~to ~~options are exercisable for a period of five years from~~ the ~~date~~Seller of ~~grant,~~Digifonica ~~with 68,500,000~~pursuant ~~options~~to ~~vesting on~~ the ~~date~~Anti-Dilution Clause of the ~~option~~amended ~~grant, 3,500,000 options vesting on May 31, 2024, and 3,000,000 options vesting on May 31, 2025~~SPA. The following assumptions were used for the Black-Scholes valuation of ~~stock~~these ~~options~~warrants on grant date as follows: risk-free rate of 3.7427%, expected life of 510 years, annualized historical volatility of ~~148~~126.5280% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.01. During the year ended September 30, ~~2024~~2025, ~~stock-based compensation cost of~~ $~~299~~3,~~261~~577,476 (~~2023~~2024 - $~~3,416,227~~nil) was ~~charged~~recorded ~~against~~as ~~income~~share ~~from~~based ~~options~~compensation ~~vested,~~and ofas ~~which~~a ~~$299~~share issuance cost,~~261~~ ~~was~~resulting ~~included~~in asa ~~“Officers~~nil ~~and~~effect, ~~directors~~within ~~fees”~~the additional paid-in capital account.

During the year ended September 30, ~~2022~~2024, on ~~May~~September 3017, ~~2022~~2024, the Company ~~granted~~issued 7729,000,000 ~~options~~warrants to purchase ~~77,000,000~~ common shares at a ~~price~~ price of $0.~~025~~005 toper ~~its~~share ~~consultants and advisors. The options are exercisable~~ for a period of ~~five~~5 years from the date of ~~grant,~~issue ~~with the~~to ~~first~~its ~~50%~~consultants. ~~vesting~~The onfollowing ~~the~~assumptions ~~date~~were ofused ~~the~~for ~~option grant and~~ the ~~remaining 50% vesting on May 30, 2023. On April 24, 2023, the stock options~~Black-Scholes ~~issued~~valuation onof ~~May~~these ~~30,~~warrants ~~2022 were re-priced from $0.025 to $0.005. For the incremental cost~~ on ~~the~~grant ~~option~~date ~~modification,~~as ~~the following assumptions were used for the Black-Scholes valuation~~follows: risk-free rate of 3.6044%, expected life of ~~4.1~~5 years, annualized historical volatility of ~~174~~144.1695% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The ~~incremental cost that has been recorded as additional paid~~weighted-inaverage ~~capital~~fair ~~from~~value ~~the~~per ~~modification~~warrant ofis ~~these options was~~ $~~105,571 (2022 - $nil)~~0. During the year ended September 30, 2024, stock-based compensation cost of $nil (2023 - $183,385) was charged against income from options vested under the Plan relating to the May 30, 2022 stock option grant010.

2930

VOIP-PAL.COM INC.

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

September 30, ~~2024~~2025

NOTE 12 11. STOCK-BASED COMPENSATION (CONT’D)

During the year ended September 30, ~~2021~~2024, on ~~April~~September 2312, ~~2021~~2024, the Company ~~granted~~issued 9060,000,000 ~~options~~warrants to purchase ~~90,000,000~~ common shares at a price of $0.~~025~~005 toper ~~its~~share ~~directors, officers, employees, consultants and advisors. The options are exercisable~~ for a period of ~~five~~5 years from the date of ~~grant~~issue ~~and~~to ~~are~~its ~~all now fully vested. On April 24~~officers, ~~2023,~~employees ~~the~~and ~~stock options issued on April 23, 2021 were re-priced from $0~~consultants.~~025~~ toThe ~~$0.005. For the incremental cost on the option modification, the~~ following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.8447%, expected life of 35 years, annualized historical volatility of ~~169~~145.1506% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The ~~incremental cost that has been recorded as additional paid~~weighted-inaverage ~~capital~~fair ~~from~~value ~~the~~per ~~modification~~warrant ofis ~~these options was~~ $~~nil (2023 - $235,456)~~0.010.

During the year ended September 30, ~~2023~~2024, 15on September 6, 2024, the Company issued 45,000,000 ~~stock~~warrants ~~options~~to ~~were~~purchase ~~replaced~~common shares at a price of $0.005 ~~For~~per ~~the~~share ~~incremental~~for ~~cost~~a onperiod ~~the~~of ~~option~~5 ~~replacement,~~years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 32.7475%, expected life of 5 years, annualized historical volatility of ~~148~~129.5271% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The ~~incremental cost that has been recorded as additional paid~~weighted-inaverage ~~capital~~fair ~~from~~value ~~the~~per ~~replacement~~warrant ofis ~~these options was~~ $~~nil (2023 - $10,561)~~0.011.

~~Preferred~~During ~~Share~~the year ended September 30, 2024, on August 18, 2024, the Company issued 50,000,000 compensation warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to the CEO and Chairman of Board of the Company, as appropriate compensation for exemplary and indispensable services performed over the last three years. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.06%, expected life of 10 years, annualized historical volatility of 131.99% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.016.

During the year ended September 30, 2024, ~~52,885~~on ~~series~~August A18, ~~preferred~~2024, ~~shares~~the ~~were~~Company issued ~~pursuant~~451,000,000 warrants to ~~the~~purchase ~~Anti-Dilution~~common ~~Clause~~shares ofat ~~the SPA (Note 4) with~~ a ~~value~~price of $~~529~~0.005 inper ~~order~~share tofor ~~bring~~a ~~total~~period ~~series~~of A10 ~~preferred~~years ~~share~~from ~~ownership~~the todate ~~787,916.~~of ~~During~~issue ~~the~~to ~~year~~its ~~ended September 30~~directors, ~~2024~~officers, ~~share~~ ~~issued~~employees ~~cost~~and ofconsultants. ~~$476~~Vesting ~~(2023~~of -the warrants ~~$nil)~~is ~~was~~contingent ~~charged~~on ~~against~~the ~~income~~occurrence ~~from~~of ~~preferred~~certain ~~shares issued~~events.

During the year ended September 30, ~~2023~~2024, ~~138~~on June 12,~~420~~ ~~preferred~~2024, ~~shares~~the Company issued ~~pursuant~~10,000,000 warrants to ~~the~~purchase ~~Anti-Dilution~~common ~~Clause~~shares at a price of $0.005 per share for a period of 10 years from the ~~SPA~~date ~~with~~of issue to a ~~value~~consultant for professional services received. Vesting of ~~$138 which~~the warrants is ~~recorded~~contingent ason ~~stock-based~~the ~~compensation~~occurrence of certain events.

During the year ended September 30, 2024, ~~total~~on ~~stock-based~~April ~~compensation~~25, ~~cost~~2024, ofthe $7Company issued 203,~~017~~000,~~925~~000 ~~(2023~~warrants -to purchase common shares at a price of $200.005 per share for a period of ten years from the date of issue to its directors,~~076~~ officers,~~567)~~ ~~was~~employees ~~charged~~and ~~against~~consultants. ~~income~~The following ~~from~~assumptions ~~all~~were ~~options~~used ~~issued~~for ~~and~~the ~~vested~~Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.70%, ~~including~~expected ~~the~~life of ~~incremental~~10 ~~cost~~years, ~~resulting~~annualized ~~from~~historical volatility of 136.81% and a dividend rate of 0%. Expected volatilities are based on the ~~option~~historical volatility ~~modifications~~of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.013.

AsDuring atthe year ended September 30, 2024, on January 12, 2024, the ~~aggregate~~Company ~~intrinsic~~issued ~~value~~137,091,089 warrants to purchase common shares at a price of $0.001 per share for a period of 10 years from the ~~Company’s~~date ~~stock~~of ~~options~~issue isto ~~$1,173,900~~the ~~(2023~~Seller of Digifonica pursuant to the Anti-Dilution $3Clause of the amended SPA. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.21%,~~142~~ expected life of 10 years,~~500),~~ annualized historical volatility of 144.84% and ~~the~~a dividend rate of 0%. Expected volatilities ~~total~~are ~~intrinsic~~based ~~value~~on the historical volatility of ~~options~~the ~~exercised~~Company’s ~~during~~stock and other factors. The weighted-average fair value per warrant is $0.018. During the year ended September 30, 2024, ~~was~~share issuance cost of $~~189~~2,~~000~~431,780 ~~(2023~~was recorded within the additional paid-in ~~$487,500)~~capital account.

~~NOTE~~During 13the year ended September 30, 2023, on June 30, 2023, the Company issued 831,466,899 warrants recorded as a share issuance cost to purchase common shares at a price of $0.001 ~~OTHER~~per ~~ITEMS~~share for a period of ten years from the date of issue to its directors, officers, employees and consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.81%, expected life of 10 years, annualized historical volatility of 143.75% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.046.

~~For~~During the year ended September 30, ~~2024~~2022, ~~other~~on ~~items~~May ~~included~~30, ~~impairment~~2022, onthe ~~intangible~~Company ~~assets~~issued 410,000,000 warrants to purchase common shares at a price of $~~157,450~~0.025 per ~~and~~share for a ~~loss~~period of ~~$351~~five years from the date of issue to its directors, officers, employees and consultants. On April 24, 2023, 410,000,000 warrants granted on May 30, 2022, were modified to become fully vested and re-priced all such warrants from $0.025 to $0.005. ~~settlement~~The following assumptions were used for the Black-Scholes valuation of ~~litigation~~these warrants on modification date as follows: risk-free rate of 3.60%, expected life of 4.10 years, annualized historical volatility of 174.16% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The fair market value that was recorded as additional paid-in capital was $15,995,229. The weighted-average fair value per warrant is $0.039.

~~During~~On ~~the~~April ~~year ended September 30~~23, 2023, ~~other~~621,470,562 ~~income~~warrants ~~included~~issued ~~$185~~on April 12,~~000~~ ~~from~~2021 ~~gain~~were onre-priced ~~settlement~~from ~~and~~$0.021 to $~~59,420~~0.005. ~~from~~For ~~gain~~the onincremental ~~settlement~~cost ofon ~~accrued~~these ~~payables.~~warrants ~~$185~~modification,~~000~~ ~~was~~the ~~due~~following toassumptions were used for the ~~Company~~Black-Scholes ~~entering~~valuation ~~into~~of awarrants ~~settlement~~issued ~~and~~during ~~release~~the ~~agreement~~year ~~with~~ended aSeptember 30, ~~party~~2023: torisk-free ~~resolve~~rate ~~all~~of ~~aspects~~4.78%, expected life of 7.99 years, annualized historical volatility of 169.15% and a ~~litigation~~dividend rate of 0%. ~~regarding~~Expected ~~certain~~volatilities are based on the historical volatility of ~~VoIP-Pal~~the Company’s ~~patents,~~stock and ~~$59,420~~other ~~was~~factors. ~~primarily~~The ~~due~~incremental tocost ~~the~~that has ~~Company~~been ~~entering~~recorded ~~into~~as ~~settlement~~additional ~~agreements~~paid-in ~~with vendors~~capital ~~pursuant~~from tothe ~~which~~modification ~~they~~of ~~relinquished~~these ~~debt~~warrants ~~owed~~was by$130,000. ~~the~~The ~~Company~~weighted-average fair value of these warrants issued was $0.036.

3031

VOIP-PAL.COM INC.

Notes to the Consolidated Financial Statements

(Expressed in United States Dollars)

September 30, ~~2024~~2025

NOTE 1411. ~~INCOME~~STOCK-BASED ~~TAXES~~COMPENSATION (CONT’D)

~~The~~Common ~~Company~~Share ~~and~~Purchase ~~its subsidiary file consolidated Federal and state income tax returns. The Company is registered in the State of Nevada which has no corporate income tax.~~Options

~~Certain~~In ~~tax~~order ~~years~~to ~~are~~provide ~~subject~~incentive to ~~examination~~directors, byofficers, management, employees, consultants and others who provide services to the ~~Internal~~Company or ~~Revenue~~any subsidiary (the “Service Providers”) to act in the best interests of the Company, and ~~state~~to ~~taxing~~retain ~~authorities~~such Service Providers, the Company has in place an incentive Stock Option Plan (the “Plan”) whereby the Company is authorized to issue up to 10% of its issued and outstanding share capital in options to purchase common shares of the Company. The ~~Company~~maximum ~~does~~term ~~not~~of ~~believe~~options ~~there~~granted ~~would~~under bethe ~~any~~Plan ~~material~~cannot ~~adjustments~~exceed ~~upon~~ten ~~such~~years, ~~examination~~with vesting terms determined at the discretion of the Board of Directors.

AsThe offollowing ~~September~~table ~~30,~~summarizes ~~2024 and 2023,~~ the Company’s ~~had~~stock ~~net~~option ~~operating loss carryforwards of approximately $91,501,000 and $66,435,000 respectively, to reduce Federal income tax liabilities through 2044.~~transactions:

~~A reconciliation~~ SCHEDULE ofOF ~~income~~STOCK ~~taxes~~OPTIONS ~~at statutory rates with the reported taxes is as follows:~~TRANSACTIONS

SCHEDULE OF RECONCILIATION OF INCOME TAXES EXPENSES

	Number of options			Weighted average exercise price ($)
Balance September 30, 2023		209,500,000		$	0.005
Granted		115,000,000			0.005
Exercised		(45,000,000	)		0.005
Balance September 30, 2024		279,500,000		$	0.005
Granted		-			-
Exercised		(5,000,000	)		0.005
Balance September 30, 2025		274,500,000		$	0.005

	2024			2023
Loss for the year	$	(10,172,194	)	$	(23,109,009	)
Expected income tax (recovery)	$	(2,136,000	)	$	(4,852,892	)
Change in statutory, foreign tax, foreign exchange rates and other		-			-
Permanent Difference		1,548,000			4,216,079
Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses		(4,216,000	)		-
Change in unrecognized deductible temporary differences		4,804,000			636,813
Total income tax expense (recovery)	$	-		$	-

The following table summarizes the stock options outstanding at September 30, 2025:

~~The significant~~ SCHEDULE ~~components~~OF ofSTOCK ~~the~~OPTIONS ~~Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:~~OUTSTANDING

SCHEDULE OF UNUSED TAX CREDIT AND TAX LOSSES

Options Outstanding		Exercise Price		Remaining Contractual Life (Years)		Number of Options Currently Exercisable
	40,000,000	$	0.005		0.56		40,000,000
	64,500,000		0.005		1.67		64,500,000
	65,000,000		0.005		2.67		65,000,000
	105,000,000		0.005		3.29		105,000,000
	274,500,000	$	0.005		2.36		274,500,000

	2024		Expiry Date Range	2023		Expiry Date Range
Intangible assets	$	9,510,000	No expiry date	$	11,698,000	No expiry date
Non-capital losses available for future period	$	91,501,000	2033 to 2044	$	66,435,000	2033 to 2043

During the year ended September 30, 2025, no options in the capital stock of the Company were issued, and 5,000,000 options were exercised.

~~Tax~~During ~~attributes~~the ~~are~~year ~~subject~~ended toSeptember ~~review~~30, ~~and potential adjustment~~2024, bythe ~~tax authorities.~~Company:

~~NOTE~~- 15on January 12, 2024, granted 115,000,000 options to purchase 115,000,000 common shares at a price of $0.005 ~~CONTINGENT~~to ~~LIABILITIES~~its consultants and advisors. The options are exercisable for a period of five years from the date of grant, with 112,500,000 options vesting on the date of the option grant, 2,500,000 options vesting on July 12, 2024. The following assumptions were used for the Black-Scholes valuation of stock options on grant date as follows: risk-free rate of 4.21%, expected life of 5 years, annualized historical volatility of 144.84% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors.

~~Patent Litigation~~32

~~The Company is party to patent and patent~~VOIP-~~related litigation cases as follows:~~PAL.COM INC.

i.Notes to ~~VoIP-Pal.com Inc. v. Amazon.com, Inc. et al. Case No. 6-20-cv-00272 in~~ the ~~U.S.~~Consolidated ~~District~~Financial ~~Court, Western District of Texas.~~Statements

In(Expressed ~~April 2020, the Company filed a lawsuit~~ in ~~the~~ United States ~~District Court, Western District of Texas, against Amazon.com, Inc. and certain related entities, alleging infringement of U.S. Patent No. 10,218,606. The case is pending.~~Dollars)

~~ii. VoIP-Pal.com~~September 30, ~~Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-672 in the U.S. District Court, Western District of Texas~~2025

OnNOTE ~~September 25, 2021, the Company filed a lawsuit in the U~~11.S. District Court, Western District of Texas, against Verizon and related entities alleging infringement of U.S. Patent Nos. 8,630,234 and 10,880,721. On July 29, 2024, the Court issued an order granting TSTOCK-~~Mobile’s motion~~BASED ~~for~~COMPENSATION ~~summary judgment of non-infringement. On August 15, 2024, the Court entered final judgment of non-infringement. On August 29, 2024, Verizon filed a motion for attorneys~~(CONT’ ~~fees. On September 12, 2024, VoIP-Pal filed a motion for reconsideration of the final judgment. On September 19, Verizon filed a motion for entry of bill of costs. The case is pending.~~D)

~~iii. VoIP-Pal.com, Inc. v. T-Mobile US, Inc. et al. Case No. 6-21-cv-674 in the U.S. District Court, Western District of Texas~~Preferred Share

OnDuring ~~September 25, 2021,~~ the ~~Company~~year ~~filed~~ended aSeptember ~~lawsuit~~30, ~~in the U.S. District Court~~2025, ~~Western District of Texas~~138,522 ~~against~~series ~~T-Mobile~~A ~~and~~preferred ~~related~~shares ~~entities alleging~~were ~~infringement~~issued ofpursuant ~~U.S.~~to ~~Patent~~the ~~Nos.~~Anti-Dilution ~~8,630,234~~Clause ~~and~~of ~~10,880,721. On July 29, 2024,~~ the ~~Court~~SPA ~~issued an order granting T-Mobile’s~~(Note ~~motion~~4) ~~for~~with ~~summary~~a ~~judgment~~value of ~~non-infringement.~~$1,385 Onin ~~August~~order ~~15,~~to ~~2024,~~bring ~~the~~total ~~Court~~series ~~entered~~A ~~final~~preferred ~~judgment~~share ofownership ~~non-infringement.~~to ~~On September 12~~926,438. ~~2024,~~During ~~VoIP-Pal filed a motion for reconsideration of~~ the ~~final~~year ~~judgment.~~ended On September 1230, ~~2024~~ 2025, ~~T-Mobile~~share ~~filed~~issued acost ~~motion~~of ~~for~~$nil ~~attorneys’ fees~~was ~~and~~charged ~~entry~~against ofincome ~~bill~~from ofpreferred ~~costs.~~shares ~~The case is pending~~issued.

~~iv.~~During the ~~VoIP-Pal.com,~~year ~~Inc.~~ended v.September ~~T-Mobile~~30, ~~USA~~2024, ~~Inc.~~52,885 ~~Case~~series ~~No.~~A 6preferred shares were issued pursuant to the Anti-~~24-cv-298~~Dilution inClause of the USPA (Note 4) with a value of $529 in order to bring total series A preferred share ownership to 787,916.S. ~~District~~During ~~Court~~the year ended September 30, ~~Western~~2024, share ~~District~~issued cost of ~~Texas~~$476 was charged against income from preferred shares issued.

OnDuring ~~May 20, 2024,~~ the ~~Company~~year ~~filed~~ended aSeptember ~~lawsuit~~30, in2025, ~~the~~total ~~U.S.~~stock-based ~~District~~compensation ~~Court,~~cost ~~Western District~~ of ~~Texas~~$4,399,684 ~~against~~(2024 T-~~Mobile~~ ~~alleging~~$7,017,925) ~~infringement of~~was ~~U.S.~~charged ~~Patent~~against ~~Nos.~~income ~~8,542,815,~~from all ~~9,179,005,~~options and ~~10,218,606.~~warrants Onissued ~~October~~and 15vested, ~~2024,~~including the ~~Court~~incremental ~~dismissed~~cost ~~the~~resulting ~~case~~from ~~based~~the onoption ~~VoIP-Pal~~and ~~filing a~~warrant ~~Notice of Voluntary Dismissal~~modifications.

v.As at ~~VoIP-Pal.com~~September 30, ~~Inc.~~2025, v.the ~~Verizon~~aggregate ~~Comms.,~~intrinsic ~~Inc.~~value etof ~~al.~~the ~~Case~~Company’s ~~No.~~stock 6options is $2,113,650 (2024 -~~21-cv-299~~ in$1,173,900), and the total ~~U.S.~~intrinsic ~~District~~value ~~Court~~of options exercised during the year ended September 30, ~~Western~~2025 ~~District~~was of$38,500 ~~Texas~~(2024 - $189,000).

OnAs ~~May~~at 20September 30, ~~2024~~2025, the ~~Company~~aggregate ~~filed~~intrinsic avalue ~~lawsuit~~of in the ~~U.S.~~Company’s ~~District~~common ~~Court,~~share ~~Western~~purchase ~~District~~warrants ofoutstanding ~~Texas~~is $37,732,210 (2024 ~~against~~- ~~Verizon~~$18,116,034), ~~and~~the ~~related~~aggregate ~~entities alleging~~intrinsic ~~infringement~~value of ~~U.S.~~the ~~Patent~~common ~~Nos.~~share ~~8,542,815~~purchase ~~and~~warrants 9exercisable is $33,~~179~~635,~~005.~~810 On(2024 ~~October~~- 15$16, ~~2024~~196,634), and the ~~Court~~total ~~dismissed~~intrinsic value of common share purchase warrants exercised during the ~~case~~year ~~based~~ended onSeptember ~~VoIP-Pal filing~~30, a2025 ~~Notice~~was of$58,500 ~~Voluntary~~(2024 - ~~Dismissal~~$189,000).

31NOTE 12. OTHER ITEMS

~~VOIP-PAL.COM~~For ~~INC~~the year ended September 30, 2025, other items included gain on settlement of accounts payable of $17,603.

~~Notes~~For to the ~~Consolidated~~year ~~Financial~~ended ~~Statements~~September 30, 2024, other items included impairment on intangible assets of $157,450 and a loss of $351,000 on settlement of litigation.

~~(Expressed in United States Dollars)~~33

~~September~~VOIP-PAL.COM ~~30, 2024~~INC.

~~NOTE~~Notes ~~15.~~to ~~CONTINGENT~~the ~~LIABILITIES~~Consolidated ~~(CONT’D)~~Financial Statements

~~Non-Patent~~(Expressed ~~Litigation~~in United States Dollars)

~~The~~September ~~Company~~30, ~~is party to non-patent litigation cases as follows:~~2025

~~Locksmith~~NOTE ~~Financial Corporation, Inc~~13. etINCOME ~~al. (Plaintiff(s)) v VoIP-Pal.com Inc. et al (Defendant(s)) (Case No A-20-807745-C) filed in Clark County District Court.~~TAXES

OnThe ~~January~~Company ~~1, 2020, the Plaintiffs filed suit in Nevada District Court claiming that they were owed 95,832,000 Voip-Pal common shares from a previous case involving the Plaintiff~~ and ~~the~~its ~~Defendant~~subsidiary ~~that~~file ~~had~~consolidated ~~been~~Federal ~~through a jury trial in 2019, in which the jury had made an award to the Plaintiff that was monetary only,~~ and ~~did~~state ~~not~~income ~~include~~tax ~~said~~returns. ~~shares~~The -Company ~~following~~is ~~the~~registered ~~jury’s decision~~ in the ~~2019~~State ~~trial, the Plaintiff accepted the award and waived their right to appeal. Voip-Pal vigorously disputed the Plaintiff’s 2020 claims on the basis~~ of ~~claim~~Nevada ~~preclusion (the 2020 claims were addressed in the previous action in 2019 and are now precluded); that Plaintiffs’~~which ~~claims~~has ~~are untimely, and that the Plaintiffs~~ no ~~longer~~corporate ~~have~~income ~~standing to bring their claims~~tax.

~~During~~Certain ~~the~~tax ~~year~~years ~~ended~~are ~~September~~subject ~~30,~~to ~~2022,~~examination by the ~~Court~~Internal ~~entered~~Revenue aService ~~judgment~~and instate ~~favor~~taxing ~~of VoIP-Pal~~authorities.~~com~~ ~~Inc~~The ~~and~~Company ~~co-defendants,~~does ~~dismissing~~not ~~the~~believe ~~2020 case.~~there ~~The~~would ~~Plaintiffs~~be ~~filed~~any anmaterial ~~appeal~~adjustments ~~with~~upon ~~the~~such ~~Nevada Supreme Court~~examination.

~~During~~As ~~the~~of ~~year ended~~ September 30, ~~2023,~~2025 ~~following~~and ~~a hearing of the appeal~~2024, the ~~Nevada~~Company ~~Supreme~~had ~~Court~~net ~~ruled~~operating toloss ~~reverse~~carryforwards ~~the~~of ~~lower~~approximately ~~court’s judgment~~$84,718,000 and ~~remanded the case back to the lower court for further proceedings. The Defendants (Voip-Pal et al) filed a motion to the Supreme Court for reconsideration~~$91,501,000 ~~however that motion was denied~~respectively, to ~~and~~reduce aFederal ~~trial~~income ~~date~~tax ~~was set for November 28, 2023~~liabilities.

~~During~~A ~~the~~reconciliation ~~year ended September 30, 2024, on November 30, 2023, after the completion~~ of ~~trial,~~income ~~the~~taxes ~~Eighth~~at ~~Judicial~~statutory ~~District~~rates ~~Court~~with ~~for~~ the ~~State~~ ofreported ~~Nevada~~taxes ~~rendered~~is its decision in favor of VoIP-Pal upon all claims in the case, ruling that the Plaintiffs had not met their burden of proof with respect to any of its claims against VoIP-Pal et al, awarding no damages to Locksmith and specifically ruling that Locksmith take nothing as ~~a result of the litigation.~~follows:

~~During the~~ SCHEDULE ~~year~~OF ~~ended~~RECONCILIATION ~~September~~OF ~~30,~~INCOME ~~2024,~~TAXES on August 20, 2024, and then amended on September 10, 2024, the Company reached a settlement and release agreement with the Plaintiff. Pursuant to the settlement and release agreement, the Company agreed to issue 30,000,000 restricted common shares of the Company, with a value of $351,000, and in consideration of the agreement, the Plaintiff shall file a voluntary dismissal of its appeal immediately upon delivery of the certificates. Subsequent to the year-end on October 1, 2024, a share certificate of 30,000,000 restricted common shares was issued to the Plaintiff.EXPENSES

Performance Bonus Payable

	2025			2024
Loss for the year	$	(6,227,153	)	$	(10,172,194	)
Expected income tax (recovery)	$	(1,308,000	)	$	(2,136,000	)
Change in statutory, foreign tax, foreign exchange rates and other		(1,000	)		-
Permanent Difference		(3,000	)		1,548,000
Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses		3,243,000			(4,216,000	)
Change in unrecognized deductible temporary differences		(1,931,000	)		4,804,000
Total income tax expense (recovery)	$	-		$	-

InThe ~~2016,~~significant ~~the~~components ~~board~~ of ~~directors authorized~~ the Company’s totemporary ~~provide~~differences, aunused ~~performance~~tax ~~bonus~~credits ~~(the “Performance Bonus”) of up to 3% of the capital stock of the Company by way of the issuance of Common shares from its treasury to an as yet undetermined group of related~~ and ~~non-related~~unused ~~parties~~tax ~~upon~~losses ~~the~~that ~~occurrence~~have ofnot abeen ~~bonusable event, defined as the successful completion of a sale of the Company or substantially~~included ~~all~~on ~~its assets, or a major licensing transaction. In order to provide maximum flexibility to~~ the ~~Company~~consolidated ~~with~~statement ~~respect to determining the level~~ of ~~Performance~~financial ~~Bonus~~position ~~payable,~~are ~~and~~as ~~who may qualify to receive a pro-rata share of such a Performance Bonus, the Company authorized full discretion to the Board in making such determinations.~~follows:

~~In 2019,~~ SCHEDULE ~~the~~OF ~~board~~UNUSED ofTAX ~~directors~~CREDIT ~~authorized~~AND ~~the~~TAX increase of the Performance Bonus to up to 10% of the capital stock of the Company, and also authorized 66.67% of the Performance Bonus to be issued in an advance payment of an aggregate 127,000,000 Common shares (“Bonus Shares”) to members of management, a director and several consultants. 30,000,000 of the issued Bonus Shares continue to be restricted from trading under Rule 144 and subject to a voluntary lock-up agreement under which they cannot be traded, transferred, pledged or sold by the holders until such time as the Company has met the requirements of the bonusable event as described above.LOSSES

As at September 30, 2024 and 2023, no bonusable event has occurred and there was no Performance Bonus payable.

	2025		Expiry Date Range	2024		Expiry Date Range
Intangible assets	$	7,095,000	No expiry date	$	9,510,000	No expiry date
Non-capital losses available for future period	$	84,718,000	No expiry date	$	91,501,000	No expiry date

~~Item~~Tax 9.attributes ~~Changes~~are insubject ~~and~~to ~~Disagreements~~review, ~~with~~and ~~Accountants~~potential onadjustment, ~~Accounting~~by ~~and~~tax ~~Financial Disclosure~~authorities.

~~There~~NOTE ~~have~~14. ~~been~~CONTINGENT ~~no changes in or disagreements with accountants on accounting or financial disclosure matters.~~LIABILITIES

32Patent Litigation

~~Item~~The ~~9A.~~Company ~~Controls~~is party to patent and ~~Procedures.~~patent-related litigation cases as follows:

~~Evaluation of~~i. ~~Disclosure~~VoIP-Pal.com ~~Controls~~Inc. ~~and~~v. ~~Procedures~~Amazon.com, Inc. et al. Case No. 6-20-cv-00272 in the U.S. District Court, Western District of Texas.

AtIn ~~the~~April ~~end~~2020, of the ~~period~~Company ~~covered~~filed bya ~~this~~lawsuit ~~Report~~in ~~for~~ the ~~year~~United ~~ended~~States ~~September~~District 30Court, ~~2024,~~Western anDistrict ~~evaluation was carried out under the supervision~~ of, ~~and with the participation of~~Texas, ~~the~~against ~~Company’s management~~Amazon.com, ~~including~~Inc. ~~its Chief Executive Officer (“CEO”)~~ and ~~Chief~~certain ~~Financial~~related ~~Officer (“CFO”)~~entities, ofalleging ~~the~~infringement ~~effectiveness~~ of ~~the~~U.S. ~~design~~Patent ~~and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act)~~No. ~~Based upon that evaluation~~10,218,606. ~~the~~On ~~Company’s CEO~~September and CFO have concluded that the disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded5, ~~processed~~2025, ~~summarized and reported, within~~ the ~~time~~Court ~~periods~~granted ~~specified in~~ the ~~SEC~~parties’~~s rules and forms, and (ii) accumulated and communicated to management,~~ ~~including~~joint ~~its~~motion ~~principal executive and principal financial officers, or persons performing similar functions, as appropriate~~ to ~~allow timely~~dismiss. ~~decisions~~The ~~regarding~~case ~~required~~is ~~disclosure~~closed.

~~Management’s Report~~ii. onVoIP-Pal.com, ~~Internal~~Inc. ~~Control~~v. ~~over~~Verizon ~~Financial~~Comms., ~~Reporting~~Inc. et al. Case No. 6-21-cv-672 in the U.S. District Court, Western District of Texas

~~The~~On ~~Company’s~~September ~~management~~25, ~~including~~2021, the Company’s ~~CEO~~filed ~~and~~a ~~CFO,~~lawsuit isin ~~responsible~~the ~~for~~U.S. ~~establishing~~District ~~and~~Court, ~~maintaining~~Western ~~adequate~~District ~~internal control~~of ~~over~~Texas, ~~financial~~against ~~reporting~~Verizon ~~(“ICFR”),~~and asrelated ~~such~~entities alleging ~~term~~infringement isof ~~defined~~U.S. inPatent ~~Rules~~Nos. ~~13a-15(f)~~8,630,234 and ~~15d-15(f) under the Exchange Act~~10,880,721. ~~The~~On ~~Company’s~~July ~~ICFR~~29, is2024, athe ~~process~~Court ~~designed~~issued toan ~~provide~~order ~~reasonable~~granting ~~assurance~~T-Mobile’s motion ~~regarding~~for ~~the~~summary ~~reliability~~judgment of ~~financial~~non-infringement. ~~reporting and~~On ~~the~~August ~~preparation~~15, of2024, ~~consolidated~~the ~~financial~~Court ~~statements~~entered ~~for~~final ~~external~~judgment ~~purposes~~of ~~in accordance with US GAAP~~non-infringement. ~~The~~On ~~Company’s~~August ~~ICFR~~29, ~~includes~~2024, ~~policies~~Verizon ~~and~~filed ~~procedures~~a ~~that:~~motion ~~pertain~~for toattorneys’ ~~the~~fees. ~~maintenance~~On ofSeptember ~~records~~12, ~~that~~2024, inVoIP-Pal ~~reasonable~~filed ~~detail~~a ~~accurately~~motion ~~and~~for ~~fairly~~reconsideration ~~reflect the transactions and disposition~~ of ~~assets;~~the final ~~provide~~judgment. ~~reasonable~~On ~~assurance~~September ~~that~~19, ~~transactions~~Verizon ~~are~~filed ~~recorded~~a asmotion ~~necessary~~for toentry ~~permit preparation~~ of ~~the~~bill ~~consolidated~~of ~~financial~~costs. ~~statements~~On inAugust ~~accordance~~8, ~~with US GAAP~~2025, ~~and~~the ~~that~~Court ~~receipts~~denied ~~and~~Verizon’s motion ~~expenditures~~for ~~are~~attorneys’ ~~being~~fees ~~made only~~and granted-in-part ~~accordance~~its ~~with~~motion ~~authorization~~for entry of ~~management~~bill ~~and directors~~ of ~~the~~costs. ~~Company;~~On ~~and~~September ~~provide~~26, ~~reasonable~~2025, ~~assurance~~the ~~regarding~~parties ~~prevention~~filed ora ~~timely~~stipulation ~~detection~~ of ~~unauthorized~~dismissal ~~acquisition,~~with ~~use~~prejudice orof ~~disposition~~all ofclaims ~~assets~~with ~~that~~each ~~could~~side ~~have~~to abear ~~material~~their ~~effect~~own onfees ~~the~~and ~~consolidated~~costs. ~~financial statements~~The case is closed.

~~Because of~~iii. ~~their inherent limitations~~VoIP-Pal.com, ~~ICFR~~Inc. ~~can~~v. ~~provide~~T-Mobile ~~only~~US, ~~reasonable~~Inc. ~~assurance~~et ~~and~~al. ~~may~~Case ~~not prevent or detect misstatements~~No. ~~Furthermore,~~6-21-cv-674 ~~projections of~~in ~~any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~U.S. ~~that~~District ~~controls may become inadequate because of changes in conditions~~Court, orWestern ~~that~~District ~~the degree~~ of ~~compliance with the policies or procedures may deteriorate.~~Texas

~~Change~~On September 25, 2021, the Company filed a lawsuit in ~~ICFR~~the U.S. District Court, Western District of Texas, against T-Mobile and related entities alleging infringement of U.S. Patent Nos. 8,630,234 and 10,880,721. On July 29, 2024, the Court issued an order granting T-Mobile’s motion for summary judgment of non-infringement. On August 15, 2024, the Court entered final judgment of non-infringement. On September 12, 2024, VoIP-Pal filed a motion for reconsideration of the final judgment. On September 12, 2024, T-Mobile filed a motion for attorneys’ fees and entry of bill of costs. On February 26, 2025, the Court denied VoIP-Pal’s motion for reconsideration of the final judgment. On August 8, 2025, the Court denied T-Mobile’s motion for attorneys’ fees and granted-in-part its motion for entry of bill of costs. On October 7, 2025, the parties filed a stipulation of dismissal with prejudice of all claims with each side to bear their own fees and costs. The case is closed.

In connection with the audit of our financials for the year ended September 30, 2023, the Company’s auditors noted material weaknesses and made certain recommendations to management regarding material weaknesses related to 1iv. ~~lack of segregation of duties~~VoIP-Pal.com, 2Inc. ~~lack of an independent audit committee; 3~~v. ~~insufficient~~Verizon ~~number~~Communications, ~~of independent directors; 4~~Inc. ~~insufficient period~~25-~~end balance sheet reconciliations and review of journal entries; 5. no formal codes of conduct (the “2023 Material Weaknesses”).~~1602-IH

InOn ~~connection~~March ~~with~~26, 2025, the ~~2023~~Company ~~Material~~filed ~~Weaknesses,~~a Notice of Appeal to the ~~Company~~Federal ~~allocated~~Circuit ~~resources~~in toCase ~~its~~No. ~~remediation~~6-21-cv-672. ~~plan~~On ~~and~~April ~~implemented~~28, ~~additional~~2025, ~~controls during~~the Court consolidated the ~~year~~appeal ~~ended~~with appeal No. 25-1603. On September 3026, ~~2024~~2025, ~~which~~the ~~included~~parties filed a Joint Stipulation of Voluntary Dismissal. On October 24, 2025, the ~~following:~~Federal Circuit ordered that the appeal be voluntarily dismissed with each side to bear their own costs. The case is closed.

1) Hired a new CFO who is not a board member to enable us to have adequate segregation of duties within our internal control system. 2) Established an audit committee comprised solely of independent directors. 3) Established our board of directors which consists of a majority of independent directors. 4) Sufficient period-end balance sheet reconciliations and review of journal entries. With the engagement of a third-party accountant to perform the bookkeeping for the Company, the newly hired CFO and a financial advisor can perform period-end balance sheet reconciliations and review of journal entries on a timely basis.34

As of September 30, 2024, management believes the 2023 Material Weaknesses relating to its lack of segregation of duties, lack of an independent audit committee, insufficient number of independent directors, and insufficient periodVOIP-~~end balance sheet reconciliations and review of journal entries have been fully remediated~~PAL.COM However, other than as described in the preceding paragraph, there were no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportingINC.

~~Evaluation of~~Notes ~~Effectiveness~~to ofthe ~~ICFR~~Consolidated Financial Statements

~~The Company’s management~~ (~~with~~Expressed the participation of the CEO and the CFO) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2024. In making this assessment, management used the criteria established in ~~Internal~~United ~~Control-Integrated~~States Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (iDollars) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded as of the end of the period covered by this Annual Report on Form 10-K that our internal control over financial reporting has not been effective.

~~As defined~~September ~~by Auditing Standard No. 5~~30, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.2025

~~In connection~~NOTE ~~with~~14. ~~the~~CONTINGENT ~~assessment~~LIABILITIES ~~described above, management identified the following control deficiencies that represent material weaknesses~~(CONT’D) ~~as of September 30, 2024:~~

-v. NoVo ~~formal~~IP-Pal.com, ~~codes~~Inc. ~~of conduct~~v. T-Mobile ~~Lack~~USA, ~~of proper controls over financial reporting of unusual and complex transactions~~Inc. 25-1603-IH

~~Based~~On March on26, ~~this evaluation~~2025, ~~our~~the ~~management,~~Company ~~including~~filed ~~our~~a ~~Chief~~Notice ~~Executive Officer~~of ~~and~~Appeal ~~Chief~~to ~~Financial~~the ~~Officer,~~Federal ~~concluded~~Circuit ~~that,~~in asCase ofNo. ~~September~~6-21-cv-674. 30On April 28, ~~2024~~2025, ~~our~~the ~~disclosure~~Court ~~controls~~consolidated the ~~and~~appeal ~~procedures~~with ~~were~~appeal ~~not~~No. ~~effective due~~25-1602. toOn October 7, 2025, the ~~material~~parties ~~weaknesses~~filed ina ~~our~~Joint ~~internal~~Stipulation ~~control~~of ~~over~~Voluntary ~~financial~~Dismissal. ~~reporting~~On October 24, 2025, ~~relating~~the toFederal noCircuit ~~formal~~ordered ~~codes~~that ofthe ~~conduct~~appeal ~~and~~be ~~the~~voluntarily ~~lack~~dismissed ~~of proper~~with ~~controls~~each ~~over~~side ~~financial~~to ~~reporting~~bear oftheir ~~unusual~~own ~~and~~costs. ~~complex~~The ~~transactions~~case is closed.

~~Remediation~~vi. VoIP-Pal.com, Inc. v. T-Mobile USA, Inc. 25-2091-IH

InOn ~~response~~September to9, ~~the material weakness described above~~2025, ~~the~~T-Mobile ~~Company~~filed ~~will be implementing~~ a ~~remediation~~Notice ~~plan~~of Appeal to ~~address~~ the ~~material~~Federal ~~weaknesses which~~Circuit ~~will~~in ~~include~~Case ~~measures~~No. to6-21-cv-674 ~~enhance~~regarding ~~its~~the ~~documentation~~denial of aits ~~formal~~motion for ~~code~~attorney’s ~~of conduct~~fees. ~~The~~On ~~management~~October is7, in2025, ~~progress~~the toparties ~~establish~~filed a ~~regular review~~Joint ~~process~~Stipulation ~~with clearly defined roles and responsibilities and implement reconciliation tools to ensure timely and accurate comparisons~~ of ~~financial~~Voluntary ~~data~~Dismissal. ~~Management~~On ~~will~~October ~~also~~24, ~~implement~~2025, ~~additional~~the Federal ~~controls~~Circuit ~~over~~ordered ~~financial~~that ~~reporting~~the ofappeal ~~unusual~~be ~~and~~voluntarily ~~complex~~dismissed ~~transactions~~with ~~including but~~each ~~not~~side ~~limited~~ to ~~engaging~~bear ~~financial~~their ~~reporting~~own ~~consultants~~costs. toThe ~~evaluate~~case ~~the~~is ~~accounting implications of complex issues~~closed.

~~The Company~~vii. ~~will~~VoIP-Pal.com, ~~continue~~Inc. tov. ~~monitor~~T-Mobile ~~and~~USA, ~~evaluate~~Inc. ~~the~~Case ~~effectiveness~~No. of6-24-cv-298 ~~the~~in ~~Company’s internal control over financial reporting on an ongoing basis and if~~ the ~~remediation~~U.S. ~~plan~~District ~~is not sufficient to eliminate the material weakness~~Court, ~~the~~Western ~~Company~~District ~~will~~of ~~consider what additional actions would be required.~~Texas

~~Item~~On 9BMay 20, 2024, the Company filed a lawsuit in the U.S. ~~Other~~District ~~Information~~Court, Western District of Texas, against T-Mobile alleging infringement of U.S. Patent Nos. 8,542,815, 9,179,005, and 10,218,606. On October 15, 2024, the Court dismissed the case based on VoIP-Pal filing a Notice of Voluntary Dismissal.

~~Not Applicable~~viii. VoIP-Pal.com, Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-299 in the U.S. District Court, Western District of Texas

33On May 20, 2024, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against Verizon and related entities alleging infringement of U.S. Patent Nos. 8,542,815 and 9,179,005. On October 15, 2024, the Court dismissed the case based on VoIP-Pal filing a Notice of Voluntary Dismissal.

~~PART III~~ix. VoIP-Pal v. AT&T, et al., 24-cv-02395-RC

~~Item~~This ~~10.~~was ~~Directors~~an antitrust litigation case filed on August 17, ~~Executive~~2024. ~~Officers~~This ~~and~~case ~~Corporate~~was ~~Governance~~voluntarily dismissed on October 25, 2024.

~~The following~~x. ~~table sets forth the names and ages of our current directors and executive officers~~Leon, ~~the~~et ~~principal offices and positions with us held by each person and the date of their appointment~~al. ~~Our executive officers were appointed by our Board of Directors~~v. ~~Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders~~AT&T, ~~death,~~et ~~resignation or removal by the Board of Directors~~al., ~~There are no family relationships among our directors and executive officers.~~24-cv-02397-RDM

Name	Age	Position	Year Appointed
Emil Malak (1)	71	Director, Chief Executive Officer, President	2014
Jin Kuang	53	Chief Financial Officer	2023
Kevin Williams	61	Director, Former Chief Financial Officer	2021
Dennis Chang	75	Independent Director	2021
Clifton Saylor	71	Independent Director	2022

This was a class action lawsuit filed on August 18, 2024. This case was voluntarily dismissed on October 25, 2025.

~~Set forth~~xi. ~~below~~VoIP-Pal isv. aAT&T, ~~brief~~et ~~description~~al., ~~of the background and recent business experience of each executive officer and director~~1:24-cv-03051-RDM

-This is ~~Emil~~an ~~Malak was the co~~on-~~founder~~going ofantitrust ~~Digifonica~~litigation incase ~~2003~~filed ~~and~~on ~~oversaw~~October ~~the~~25, ~~development of the patents acquired by the Company in 2013~~2024. ~~Mr.~~It ~~Malak~~was ~~also~~amended ~~serves~~on asDecember ~~Chairman~~17, of2024, ~~the~~and ~~Board for~~ a ~~biotech~~second ~~company~~amended ~~currently~~complaint was ~~conducting~~filed ~~cancer~~on ~~research~~August in22, ~~Germany~~2025. -The ~~Jin~~defendants ~~Kuang~~have ~~has~~filed ~~over 15 years of extensive professional expertise in various financial domains gained across the USA and Canada. She has also spent over~~ a ~~decade~~motion ~~in progressively responsible financial leadership roles within publicly traded companies. Over the years, Jin has served as CFO for multiple publicly listed companies, in addition~~ to ~~her years of auditing experience with KPMG LLP Chartered Accounts~~dismiss. -That ~~Kevin~~motion ~~Williams~~ is anfully ~~experienced~~briefed ~~financial consultant with over 30 years of business expertise in the banking, brokerage, energy,~~ and ~~aerospace~~we ~~industries.~~are Hewaiting ~~has an extensive history in funding start-ups, corporate accounting and compliance~~ for ~~both~~the Court’s ~~private and publicly traded companies~~decision. -It ~~Dennis Chang~~ is atoo ~~former~~early ~~Management Consultant with over twenty years of experience. He is the founder of a computer manufacturing company~~ in the ~~Silicon~~litigation ~~Valley area and built it~~ to ~~$100+~~predict ~~Million in sales in~~ the ~~1980s,~~anticipated ~~serving as its President and CEO~~results. He was included in the “100 Most Influential People in the Microcomputer Industry” by MicroTimes Magazine in 1988. - Clifton Saylor is a successful entrepreneur and business owner and a long-time shareholder of VoIP-Pal.

~~Item 11~~xii. ~~Executive~~Inza, ~~Compensation~~et al. v. AT&T, et al., 24-cv-03054-RDM

Name and Principal Position	Year		Salary ($)		Bonus ($)		Shares Awarded		Price per Share ($)		Award Value ($)		Option Awards ($)		All Other Compensation ($)			Total ($)
Emil Malak(1)		2024		27,611		-		-		-		-		-		5,289	(1)		32,900
CEO, President, Director		2023		5,557		-		-		-		-		-		12,161	(1)		17,718
Jin Kuang(2)		2024		63,750		-		-		-		-		-		-			63,750
CFO		2023		15,000		-		-		-		-		-		-			15,000
Kevin Williams(3)		2024		18,000		-		-		-		-		-		-			18,000
Former CFO, Director		2023		18,000		-		-		-		-		-		-			18,000
Dennis Chang(3)		2024		36,000		-		-		-		-		-		-			36,000
Director		2023		49,500		-		-		-		-		-		-			49,500
Clifton Saylor(4)		2024		Nil		-		-		-		-		-		-			Nil
Director		2023		Nil		-		-		-		-		-		-			Nil
Austin McDonald(5)		2024		Nil		-		-		-		-		-		-			Nil
Director		2023		Nil		-		-		-		-		-		-			Nil

This is a class action lawsuit filed on October 25, 2024. The complaint was amended on January 27, 2025 and again on April 22, 2025. The defendants filed a motion to send the case to arbitration. The motion is fully briefed and we are waiting for the Court’s decision. It is too early in the litigation to predict the anticipated results.

~~(1) Emil~~xiii. ~~Malak~~VoIP-Pal ~~received~~v. 52Apple,~~885~~ ~~Series~~et ~~A Preferred shares with an aggregate value of $12~~al.,~~161~~ ~~for services during the year ended September 30, 2024 and received 121,611 Series A Preferred shares with an aggregate value of $12,161 for services during the year ended September 30, 2023.~~25-cv-01843-RDM

~~(2)~~This ~~Jin~~is ~~Kuang~~an ~~was~~antritrust ~~appointed~~lawsuit asfiled ~~CFO~~on June 11, 2025, amended on September 21, 2025. The Defendant’s responsive pleading is due on January 15, 2025. It is too early in ~~July~~the ~~2023~~litigation to predict the anticipated results.

~~(3) Kevin~~xiv. ~~Williams~~Inza, ~~and~~et ~~Dennis~~al. ~~Chang were appointed as directors in March 2021~~v. ~~Kevin~~Apple, ~~Williams~~et ~~resigned as a CFO in July 2023~~al., 25-cv-01970-RDM

~~(4)~~This ~~Clifton~~is ~~Saylor~~a ~~was~~class ~~appointed~~action tolawsuit ~~the~~filed ~~board~~on ofJune ~~directors~~24, 2025 and amended on September 21, 2025. The Defendant’s responsive pleading is due on January 15, 2025. It is too early in ~~July~~the ~~2022~~litigation to predict the anticipated results.

~~(5) Austin McDonald was appointed to the board of directors in April 2024.~~35

34VOIP-PAL.COM INC.

~~Item~~Notes ~~12.~~to ~~Security~~the ~~Ownership~~Consolidated ofFinancial ~~Certain Beneficial Owners and Management and Related Stockholder Matters.~~Statements

~~The~~(Expressed ~~following~~in ~~table~~United ~~sets~~States forth certain ownership information with respect to our common stock for those persons who directly or indirectly own, control or hold, with the power to vote five percent or more of our outstanding common stock, and all officers and directors, as a group.Dollars)

Name of Beneficial Owner	Amount of Direct Ownership		Amount of Indirect Ownership			Percent of Class
Emil Malak		Nil		Nil			0.00	%
Jin Kuang		800,000		Nil			0.02	%
Kevin Williams		Nil		Nil			0.00	%
Dennis Chang		Nil		Nil			0.00	%
Clifton Saylor		Nil		87,333,334	(1)		2.43	%
Austin McDonald		5,400,000		Nil			0.15	%

September 30, 2025

~~(1) These shares are owned by Saylor Marketing, Inc~~NOTE 14. ~~Profit~~CONTINGENT ~~Sharing~~LIABILITIES ~~Plan, of which Mr. Saylor is the trustee.~~(CONT’D)

~~Item~~Non-Patent ~~13. Certain Relationships and Related Transactions.~~Litigation

~~Related~~The ~~Party~~Company ~~Transactions~~is party to non-patent litigation cases as follows:

~~During~~Locksmith ~~the~~Financial ~~year ended September 30~~Corporation, ~~2024,~~Inc. ~~the~~et ~~Company~~al. ~~paid cash of $145,361~~ (~~2023 - $88,057~~Plaintiff(s),) ~~and~~v ~~issued~~VoIP-Pal.com ~~preferred~~Inc. ~~shares~~et ofal ~~$5,289~~ (~~2023 - $12,161~~Defendant(s)) ~~for key management compensation totaling $150,650~~ (~~2023~~Case -No ~~$100,218~~A-20-807745-C), asfiled ~~shown~~ in ~~the~~Clark ~~above table included in item 11. During~~County ~~the~~District ~~year ended September 30, 2024, $4,193,110 (2023 - $10,866,260) stock-based compensation expenses were incurred from options and warrants granted to directors and officers~~Court.

~~During~~On January 1, 2020, the ~~year~~Plaintiffs ~~ended~~filed ~~September~~suit ~~30,~~in ~~2024~~Nevada District Court claiming that they were owed 95,832,000 Voip-Pal common shares from a ~~director~~previous ofcase involving the ~~Company~~Plaintiff ~~forgave~~and ~~$nil~~the ~~(2023~~Defendant that had been through a jury trial in 2019, in which the jury had made an award to the Plaintiff that was monetary only, and did not include said shares - $2following the jury’s decision in the 2019 trial,~~100)~~ the Plaintiff accepted the award and waived their right to appeal. Voip-Pal vigorously disputed the Plaintiff’s 2020 claims on the basis of ~~accrued~~claim ~~directors~~preclusion (the 2020 claims were addressed in the previous action in 2019 and are now precluded); that Plaintiffs’ claims ~~fees~~are untimely, and that the Plaintiffs no longer have standing to bring their claims.

During the year ended September 30, ~~2024~~2022, ~~on January 31, 2024,~~ the ~~Company~~Court entered ~~into~~ a ~~Promissory~~judgment ~~note~~in ~~Agreement~~favor ~~(the~~of ~~“Note”) with~~VoIP-Pal.com ~~a related party~~Inc. ~~The related party waives the right to receive any interest on the principal amount of the Note~~ and ~~the Note is due on demand. On March 20~~co-defendants, ~~2024,~~dismissing the ~~Company paid back a $125,000 loan to the related party~~2020 case. OnThe ~~April~~Plaintiffs ~~16,~~filed ~~the~~an ~~Company~~appeal ~~paid~~with ~~back another $125,000 loan to~~ the ~~related~~Nevada ~~party.~~Supreme ~~As of September 30, 2024, loan payable had a balance of $nil (2023 - $nil) (Note 8)~~Court.

AtDuring the year ended September 30, ~~2024~~2023, ~~included~~following ina ~~accounts~~hearing ~~payable~~of the appeal, the Nevada Supreme Court ruled to reverse the lower court’s judgment and ~~accrued~~remanded ~~liabilities~~the iscase ~~$5,250~~back ~~(September~~to ~~30,~~the ~~2023~~lower court for further proceedings. The Defendants (Voip-Pal ~~$5,000~~et al) ~~owed~~filed toa ~~current~~motion ~~officers~~to the Supreme Court for reconsideration, however that motion was denied, and ~~directors~~a trial date was set for November 28, 2023.

AtDuring the year ended September 30, 2024, ~~included~~on inNovember ~~prepaid~~30, ~~expense~~2023, isafter ~~$30,721~~the ~~(September~~completion 30of trial, ~~2023~~the Eighth Judicial District Court for the State of Nevada rendered its decision in favor of VoIP-Pal $6upon all claims in the case,~~000)~~ ruling that the Plaintiffs had not met their burden of ~~prepaid~~proof ~~compensation~~with respect to ~~directors~~any of its claims against VoIP-Pal et al, awarding no damages to Locksmith and specifically ruling that Locksmith take nothing as a result of the litigation.

~~Director~~During ~~Independence~~the year ended September 30, 2024, on August 20, 2024, and then amended on September 10, 2024, the Company reached a settlement and release agreement with the Plaintiff. Pursuant to the settlement and release agreement, the Company agreed to issue 30,000,000 restricted common shares of the Company, with a value of $351,000, and in consideration of the agreement, the Plaintiff shall file a voluntary dismissal of its appeal immediately upon delivery of the certificates. On October 1, 2024, a share certificate of 30,000,000 restricted common shares was issued to the Plaintiff.

WePerformance ~~are~~Bonus not subject to the listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our Board comprised of a majority of “independent directors.” Two of our four directors (see Item 10 above) are independent as defined under the Nasdaq Marketplace Rules.Payable

~~Item~~In 142016, the board of directors authorized the Company to provide a performance bonus (the “Performance Bonus”) of up to 3% of the capital stock of the Company by way of the issuance of Common shares from its treasury to an as yet undetermined group of related and non-related parties upon the occurrence of a bonusable event, defined as the successful completion of a sale of the Company or substantially all its assets, or a major licensing transaction. ~~Principal~~In ~~Accounting~~order ~~Fees~~to provide maximum flexibility to the Company with respect to determining the level of Performance Bonus payable, and ~~Services~~who may qualify to receive a pro-rata share of such a Performance Bonus, the Company authorized full discretion to the Board in making such determinations.

~~Audit~~In ~~Fees~~2019, the board of directors authorized the increase of the Performance Bonus to up to 10% of the capital stock of the Company, and ~~Services~~also authorized 66.67% of the Performance Bonus to be issued in an advance payment of an aggregate 127,000,000 Common shares (“Bonus Shares”) to members of management, a director and several consultants. 30,000,000 of the issued Bonus Shares continue to be restricted from trading under Rule 144 and subject to a voluntary lock-up agreement under which they cannot be traded, transferred, pledged or sold by the holders until such time as the Company has met the requirements of the bonusable event as described above.

~~For~~As ~~the~~at ~~fiscal year ended~~ September 30, ~~2024~~2025 ~~professional~~and ~~services were performed by Davidson & Company LLP~~2024, ~~Chartered~~no ~~Professional~~bonusable ~~Accountants. The~~event ~~aggregate~~has ~~fees~~occurred ~~billed~~and bythere ~~Davidson~~was &no ~~Company~~Performance ~~LLP,~~Bonus ~~Chartered Professional Accountants for the fiscal year ended September 30, 2024 were as follows:~~payable.

	2023 to 2024
Audit Fees	$	59,720 CAD
Audit-Related Fees	$	38,464 CAD
Tax Fees	$	Nil
All Other Fees	$	Nil

~~Audit~~Item ~~Fees:~~9. ~~Aggregate~~Changes ~~fees~~in ~~billed~~and ~~for~~Disagreements ~~professional~~with ~~services~~Accountants ~~rendered~~on ~~for~~Accounting ~~the~~and ~~audit~~Financial ~~of the Company’s annual financial statements~~Disclosure.

~~Audit~~There ~~Related~~have ~~Fees:~~been ~~Aggregate~~no ~~fees~~changes ~~billed~~in ~~for~~or ~~professional~~disagreements ~~services~~with ~~rendered~~accountants ~~for~~on ~~assurance~~accounting ~~and related services that were reasonably related to the performance of the audit~~ or ~~review of our~~ financial ~~statements~~disclosure ~~and are not reported under “Audit Fees” above~~matters.

~~All~~Item ~~services~~9A. ~~listed~~Controls ~~were~~and ~~pre-approved by the Board of Directors, functioning as the Audit Committee in accordance with Section 2(a) 3 of the Sarbanes-Oxley Act of 2002~~Procedures.

~~The~~Evaluation ~~Board~~of ~~has~~Disclosure ~~considered~~Controls ~~whether the services described above are compatible with maintaining the independent accountant’s independence~~ and ~~has determined that such services have not adversely affected Davidson & Company LLP’s independence.~~Procedures

35At the end of the period covered by this Report for the year ended September 30, 2025, an evaluation was carried out under the supervision of, and with the participation of, the Company’s management, including its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). During the evaluation, management identified material weaknesses as below.

~~Item~~Based 15on that evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed in reports filed or submitted under the Exchange Act is: (i) recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms; and (ii) accumulated and communicated to management, including the Company’s principal executive and principal financial officers, or other personnel performing similar functions, as appropriate to enable timely decisions regarding required disclosures. ~~Financial~~This ~~Statements~~conclusion reflects the compensating processes and ~~Exhibits~~oversight implemented by management, which management believes help mitigate, but do not eliminate, the material weaknesses.

~~(a)~~Management’s ~~Financial~~Report ~~Statements. Our financial statements begin~~ on ~~page~~Internal 16Control ofover ~~this~~Financial ~~report.~~Reporting

The Company’s management, including the Company’s CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting (b“ICFR”), as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange ~~Exhibits~~Act. The ~~following~~Company’s ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with US GAAP. The Company’s ICFR includes policies and procedures that: pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and disposition of assets; provide reasonable assurance that transactions are ~~furnished~~recorded as ~~exhibits~~necessary ~~hereto:~~to permit preparation of the consolidated financial statements in accordance with US GAAP, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Exhibit No.		Description of Exhibits
3.1		Articles of Incorporation (Incorporated by reference to the Form 10 filed on April 22, 2016)
3.2		By-Laws (Incorporated by reference to the Form 10 filed on April 22, 2016)
10.1		Digifonica Share Purchase Agreement (Incorporated by reference to the Form 10 filed on June 14, 2016)
10.2		Incentive Stock Option Plan (Incorporated by reference to the Form 10 filed on January 12, 2018)
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Because of their inherent limitations, ICFR can provide only reasonable assurance and may not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

*Change ~~Filed~~in ~~herewith~~ICFR

36In connection with the audit of our financials for the year ended September 30, 2024, the Company’s auditors noted material weaknesses and made certain recommendations to management regarding material weaknesses related to 1. lack of proper controls over financial reporting of unusual and complex transactions; 2. no formal codes of conduct (the “2024 Material Weaknesses”).

~~SIGNATURES~~In connection with the 2024 Material Weaknesses, the Company has allocated resources to its remediation plan and implemented additional controls this year.

~~Pursuant~~As of September 30, 2025, management believes that we are making progress to remediate the ~~requirements~~2024 ofMaterial ~~Section~~Weaknesses 13relating orto ~~15(d)~~its lack of ~~the~~proper ~~Securities~~controls ~~Exchange~~over ~~Act~~financial reporting of ~~1934~~unusual and complex transactions. However, other than as described in the ~~registrant~~preceding ~~has~~paragraph, there ~~duly~~were ~~caused~~no ~~this~~changes ~~report~~in toour beinternal ~~signed on~~control ~~its~~over ~~behalf~~financial byreporting during the ~~undersigned~~last fiscal quarter that have materially affected, or ~~thereunto~~are ~~duly~~reasonably ~~authorized~~likely to materially affect, our internal control over financial reporting.

	VoIP-Pal.Com Inc.
Date: December 26, 2024	By:	/s/ Emil Malak
		Emil Malak
		Chief Executive Officer
Date: December 26, 2024	By:	/s/ Jin Kuang
		Jin Kuang
		Chief Financial Officer

Evaluation of Effectiveness of ICFR

37The Company’s management (with the participation of the CEO and the CFO) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025. In making this assessment, management used the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. In management’s assessment of the effectiveness of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange Act Rule 13a-15(c), our management concluded as of the end of the period covered by this Annual Report on Form 10-K that our internal control over financial reporting has not been effective.

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected.

In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2025:

	-	No formal codes of conduct.
	-	No dual authorization on bank disbursements.
	-	Lack of reconciliation and reviews

Based on this evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting, relating to no formal codes of conduct, no dual authorization on bank disbursements and lack of reconciliation and reviews.

Remediation

In response to the material weaknesses described above, the Company will be implementing a remediation plan to address these deficiencies. The plan will include measures to enhance its documentation of a formal code of conduct. Management is in the process of establishing dual authorization procedures for all bank disbursements and implementing a regular review process with clearly defined roles and responsibilities, along with reconciliation tools to ensure timely and accurate comparisons of financial data.

The Company will continue to monitor and evaluate the effectiveness of its internal control over financial reporting on an ongoing basis. If the remediation plan is not sufficient to eliminate the material weaknesses, management will consider what additional actions would be required.

Item 9B. Other Information.

Not Applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions with us held by each person and the date of their appointment. Our executive officers were appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors and executive officers.

Name	Age	Position	Year Appointed
Emil Malak	73	Director, Chief Executive Officer, President	2014
Jin Kuang	55	Chief Financial Officer	2023
Kevin Williams	62	Director, Former Chief Financial Officer	2021
Dennis Chang	76	Independent Director	2021
Clifton Saylor	72	Independent Director	2022

Set forth below is a brief description of the background and recent business experience of each executive officer and director:

	-	Emil Malak was the co-founder of Digifonica in 2003 and oversaw the development of the patents acquired by the Company in 2013. Mr. Malak also serves as Chairman of the Board for a biotech company currently conducting cancer research in Germany.

	-	Jin Kuang has over 15 years of extensive professional expertise in various financial domains gained across the USA and Canada. She has also spent over a decade in progressively responsible financial leadership roles within publicly traded companies. Over the years, Jin has served as CFO for multiple publicly listed companies, in addition to her years of auditing experience with KPMG LLP Chartered Accounts.

	-	Kevin Williams is an experienced financial consultant with over 30 years of business expertise in the banking, brokerage, energy, and aerospace industries. He has an extensive history in funding start-ups, corporate accounting and compliance for both private and publicly traded companies.

	-	Dennis Chang is a former Management Consultant with over twenty years of experience. He is the founder of a computer manufacturing company in the Silicon Valley area and built it to $100+ Million in sales in the 1980s, serving as its President and CEO. He was included in the “100 Most Influential People in the Microcomputer Industry” by MicroTimes Magazine in 1988.

	-	Clifton Saylor is a successful entrepreneur and business owner and a long-time shareholder of VoIP-Pal.

Item 11. Executive Compensation.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Shares Awarded		Price per Share ($)		Award Value ($)		Option Awards ($)		All Other Compensation ($)			Total ($)
Emil Malak⁽¹⁾	2025		48,000		-		-		-		-		-		314,684			362,684
CEO, President, Director	2024		27,611		-		-		-		-		-		2,036,209	⁽¹⁾		2,063,820

Jin Kuang⁽²⁾	2025		67,200		-		-		-		-		-		62,937			130,137
CFO	2024		63,750		-		-		-		-		-		551,243			614,993

Kevin Williams⁽³⁾	2025		18,000		-		-		-		-		-		251,747			269,747
Former CFO, Director	2024		18,000		-		-		-		-		-		490,000			508,000

Dennis Chang⁽³⁾	2025		53,000		-		-		-		-		-		251,747			304,747
Director	2024		36,000		-		-		-		-		-		490,000			526,000

Clifton Saylor⁽⁴⁾	2025		Nil		-		-		-		-		-		346,152			346,152
Director	2024		Nil		-		-		-		-		-		490,000			490,000

Austin McDonald⁽⁵⁾	2025		Nil		-		-		-		-		-		251,747			251,747
Director	2024		Nil		-		-		-		-		-		140,947			140,947

(1) Emil Malak received 52,885 Series A Preferred shares with an aggregate value of $5,289 for services during the year ended September 30, 2024.

(2) Jin Kuang was appointed as CFO in July 2023.

(3) Kevin Williams and Dennis Chang were appointed as directors in March 2021.

(4) Clifton Saylor was appointed to the board of directors in July 2022.

(5) Austin McDonald was appointed to the board of directors in April 2024.

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

The following table sets forth certain ownership information with respect to our common stock for those persons who directly or indirectly own, control or hold, with the power to vote five percent or more of our outstanding common stock, and all officers and directors, as a group.

Name of Beneficial Owner	Amount of Direct Ownership		Amount of Indirect Ownership			Percent of Class
Emil Malak		Nil		Nil			0.00	%
Jin Kuang		25,000		Nil			0.00	%
Kevin Williams		Nil		Nil			0.00	%
Dennis Chang		Nil		Nil			0.00	%
Clifton Saylor		Nil		87,333,334	⁽¹⁾		2.33	%
Austin McDonald		5,400,000		Nil			0.14	%

⁽¹⁾

These shares are owned by Saylor Marketing, Inc. Profit Sharing Plan, of which Mr. Saylor is the trustee.

Item 13. Certain Relationships and Related Transactions.

Related Party Transactions

During the year ended September 30, 2025, the Company paid cash of $186,200 (2024 - $145,361) and issued preferred shares of $nil (2024 - $5,289) for key management compensation totaling $186,200 (2024 - $150,650), as shown in the above table included in item 11. During the year ended September 30, 2025, $1,479,014 (2024 - $4,193,110) stock-based compensation expenses were incurred from options and warrants granted to directors and officers.

At September 30, 2025, included in accounts payable and accrued liabilities is $20,000 (September 30, 2024 - $5,250) owed to current officers and directors.

At September 30, 2025, included in prepaid expense is $24,905 (September 30, 2024 - $30,721) of prepaid compensation to directors.

Director Independence

We are not subject to the listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our Board comprised of a majority of “independent directors.” Two of our four directors (see Item 10 above) are independent as defined under the Nasdaq Marketplace Rules.

Item 14. Principal Accounting Fees and Services.

Audit Fees and Services

For the fiscal year ended September 30, 2025 professional services were performed by Davidson & Company LLP, Chartered Professional Accountants. The aggregate fees billed by Davidson & Company LLP, Chartered Professional Accountants for the fiscal year ended September 30, 2025 were as follows:

	2024 to 2025
Audit Fees	$	59,720 CAD
Audit-Related Fees	$	42,512 CAD
Tax Fees	$	Nil
All Other Fees	$	Nil

Audit Fees: Aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements.

Audit Related Fees: Aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees” above.

All services listed were pre-approved by the Board of Directors, functioning as the Audit Committee in accordance with Section 2(a) 3 of the Sarbanes-Oxley Act of 2002.

The Board has considered whether the services described above are compatible with maintaining the independent accountant’s independence and has determined that such services have not adversely affected Davidson & Company LLP’s independence.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements. Our financial statements begin on page 16 of this report.

(b) Exhibits. The following are furnished as exhibits hereto:

Exhibit No.		Description of Exhibits

3.1		Articles of Incorporation (Incorporated by reference to the Form 10 filed on April 22, 2016)

3.2		By-Laws (Incorporated by reference to the Form 10 filed on April 22, 2016)

10.1		Digifonica Share Purchase Agreement (Incorporated by reference to the Form 10 filed on June 14, 2016)

10.2		Incentive Stock Option Plan (Incorporated by reference to the Form 10 filed on January 12, 2018)

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VoIP-Pal.Com Inc.

Date: December 23, 2025	By:	/s/ Emil Malak
		Emil Malak
		Chief Executive Officer

Date: December 23, 2025	By:	/s/ Jin Kuang
		Jin Kuang
		Chief Financial Officer

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