VoIP-Pal.com (OTCQB: VPLM) reports 2025 results and going concern risk
Rhea-AI Filing Summary
VoIP-Pal.com Inc., an intellectual property company focused on VoIP-related patents, reported full-year results for the year ended September 30, 2025. The Company generated no revenue in 2025 or 2024 and operates by attempting to monetize its patent portfolio rather than selling products or services.
VoIP-Pal posted a net loss of $6,227,153 for 2025, an improvement from a $10,172,194 loss in 2024, mainly due to lower officer and director fees and legal expenses. General and administrative costs fell 35% to $6,244,756, and amortization expense dropped to zero.
As of September 30, 2025, the Company held cash of $1,060,499, working capital of $969,267, and an accumulated deficit of $109,584,935. Its auditors highlighted substantial doubt about its ability to continue as a going concern. Operations are funded largely through equity: in 2025 VoIP-Pal raised $550,000 via private placements and had 3,746,305,519 common shares issued and 274,500,000 stock options outstanding. The business has no employees and relies on consultants while pursuing multiple patent and antitrust lawsuits, several of which were closed during the year.
Positive
- None.
Negative
- No revenue and ongoing losses: VoIP-Pal reported $0 revenue for 2025 and 2024 and a 2025 net loss of $6,227,153, highlighting continued inability to monetize its patent portfolio.
- Going concern and dilution risk: The auditor cites substantial doubt about the Company’s ability to continue as a going concern, with $1,060,499 cash, a $109,584,935 accumulated deficit, and reliance on repeated equity issuance and 274,500,000 outstanding stock options.
Insights
Pre-revenue IP licensor with persistent losses and going concern risk.
VoIP-Pal.com remains a pure-play patent monetization company with
The 2025 net loss narrowed to
Funding continues to come from equity issuance: in 2025 VoIP-Pal raised
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
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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 | 11 |
| Item 6. | Selected Financial Data | 12 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 15 |
| Item 8. | Financial Statements and Supplementary Data. | 16 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 37 |
| Item 9A. | Controls and Procedures | 37 |
| Item 9B. | Other Information | 37 |
| Item 10. | Directors, Executive Officers and Corporate Governance | 38 |
| Item 11. | Executive Compensation | 38 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 39 |
| Item 13. | Certain Relationships and Related Transactions | 39 |
| Item 14. | Principal Accounting Fees and Services | 39 |
| Item 15. | Financial Statements and Exhibits | 40 |
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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 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.
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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).
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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.
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| 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.
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| 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, 2025 and 2024, the Company has incurred no research and development expenses.
Employees
We have no 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. |
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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.
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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 1C. Cybersecurity.
We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.
Managing Material Risks & Integrated Overall Risk Management
We have strategically
Oversee Third-party Risk
Because we are aware of the risks associated with
Risks from Cybersecurity Threats
We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.
During the year ended September 30, 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Item 2. Properties.
The Company does not own any properties or facilities. The Company leases office space for operations and administrative purposes.
Item 3. Legal Proceedings.
The Company is party to the following legal proceedings:
Patent Litigation
The Company is party to patent and patent-related litigation cases as follows:
| i. | VoIP-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. |
In 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. On September 5, 2025, the Court granted the parties’ joint motion to dismiss. The case is closed.
| ii. | VoIP-Pal.com, Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-672 in the U.S. District Court, Western District of Texas |
On September 25, 2021, 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. 8,630,234 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 August 29, 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, Verizon filed a motion for entry of bill of costs. On August 8, 2025, the Court denied Verizon’s motion for attorneys’ fees and granted-in-part its motion for entry of bill of costs. On September 26, 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.
| 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 |
On September 25, 2021, the Company filed a lawsuit in 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.
| iv. | VoIP-Pal.com, Inc. v. Verizon Communications, Inc. 25-1602-IH |
On March 26, 2025, the Company filed a Notice of Appeal to the Federal Circuit in Case No. 6-21-cv-672. On April 28, 2025, the Court consolidated the appeal with appeal No. 25-1603. On September 26, 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.
| v. | Vo IP-Pal.com, Inc. v. T-Mobile USA, Inc. 25-1603-IH |
On 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.
| vi. | VoIP-Pal.com, Inc. v. T-Mobile USA, Inc. 25-2091-IH |
On September 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.
| vii. | VoIP-Pal.com, Inc. v. T-Mobile USA, Inc. Case No. 6-24-cv-298 in the U.S. District Court, Western District of Texas |
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.
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| 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 |
On 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.
| ix. | VoIP-Pal v. AT&T, et al., 24-cv-02395-RC |
This was an antitrust litigation case filed on August 17, 2024. This case was voluntarily dismissed on October 25, 2024.
| x. | Leon, et al. v. AT&T, et al., 24-cv-02397-RDM |
This was a class action lawsuit filed on August 18, 2024. This case was voluntarily dismissed on October 25, 2025.
| xi. | VoIP-Pal v. AT&T, et al., 1:24-cv-03051-RDM |
This is an on-going antitrust litigation case filed on October 25, 2024. It was amended on December 17, 2024, and a second amended complaint was filed on August 22, 2025. The defendants have filed a motion to dismiss. That 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.
| xii. | Inza, et al. v. AT&T, et al., 24-cv-03054-RDM |
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.
| xiii. | VoIP-Pal v. Apple, et al., 25-cv-01843-RDM |
This is an antritrust 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.
| xiv. | Inza, et al. v. Apple, et al., 25-cv-01970-RDM |
This is a class 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.
Non-Patent Litigation
The Company is party to non-patent litigation cases as follows:
Locksmith 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.
On January 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 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 - following the jury’s decision in the 2019 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 preclusion (the 2020 claims were addressed in the previous action in 2019 and are now precluded); that Plaintiffs’ claims are untimely, and that the Plaintiffs no longer have standing to bring their claims.
During the year ended September 30, 2022, the Court entered a judgment in favor of VoIP-Pal.com Inc. and co-defendants, dismissing the 2020 case. The Plaintiffs filed an appeal with the Nevada Supreme Court.
During the year ended September 30, 2022, the Court entered a judgment in favor of VoIP-Pal.com Inc and co-defendants, dismissing the 2020 case. The Plaintiffs filed an appeal with the Nevada Supreme Court.
During the year ended September 30, 2023, following a hearing of the appeal, the Nevada Supreme Court ruled to reverse the lower court’s judgment 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, however that motion was denied, and a trial date was set for November 28, 2023.
During the 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, 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.
During 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. 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.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market
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.
Holders
We had approximately 576 holders of record of our common stock as of September 30, 2025 according to the books of our transfer agent. The number of our stockholders of record excludes any estimate by us of the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.
Dividends
We have not declared a dividend on our common stock, and we do not anticipate the payment of dividends in the near future as we intend to reinvest our profits to grow our business. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
| ● | we would not be 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, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution. |
Securities Authorized for Issuance Under Equity Compensation Plans
In order to 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”). 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.
During 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.
During the 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 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.
During the year ended September 30, 2024, the Company granted 115,000,000 options to purchase 115,000,000 common shares at a price of $0.005 to its consultants and advisors, of which 115,000,000 are currently exercisable. The options have varied vesting provisions and are exercisable for a period of five years from the date of grant.
During the year ended September 30, 2025, the Company did not grant any option to purchase common shares.
As at September 30, 2025, the Company has 274,500,000 stock options outstanding at an average exercise price of $0.005 per share, with a remaining contractual life of an average of 2.36 years, of which 274,500,000 are vested and exercisable.
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Recent Sales of Unregistered Securities
The transactions described in this section were exempt from securities registration as provided by Section 4(a)(2) of the Securities Act for transactions not involving a public offering.
Securities Issued for Services Rendered
During the year ended September 30, 2023, the Company issued 14,500,000 shares of common stock at a price of $0.005 per share to various individuals or entities for services with an aggregate value of $72,500.
During the year ended September 30, 2024, the Company issued 5,000,000 shares of common stock at a price of $0.005 per share to various individuals or entities for services with an aggregate value of $25,000.
During the year ended September 30, 2025, the Company issued 5,000,000 shares of common stock at a price of $0.005 per share to various individuals or entities for services with an aggregate value of $25,000.
Securities Issued for Cash Proceeds
During the year ended September 30, 2023, the Company issued 983,720,000 common shares priced at $0.005 per common share to various individuals or entities for cash proceeds of $4,918,600 from the private placement of common shares.
During 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.
During the year ended September 30, 2025, the 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.
Item 6. Selected Financial Data.
As a smaller reporting company, we are not required to provide the information required by this Item.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following management’s discussion and analysis (MD&A) should be read in conjunction with our audited consolidated financial statements for the year ended September 30, 2025 and notes thereto appearing elsewhere in this report, and our audited consolidated financial statements for the year ended September 30, 2024 and notes thereto.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This MD&A for the year ending September 30, 2025 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amending, and Section 21E of the Securities Exchange Act of 1934, as amending. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. 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, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
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.
CORPORATE HISTORY, OVERVIEW AND PRINCIPAL BUSINESS
VoIP-PAL.com Inc. (the “Company”) was incorporated in the state of Nevada in September 1997 as All American Casting 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 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. All business activities prior to March 2004 have been abandoned and written off to deficit.
In 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 Digifonica patents formed the basis for the Company’s current intellectual property, now a worldwide portfolio of twenty-six issued and pending patents primarily designed for the broadband VoIP market.
The 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.
VoIP has been and continues to be a green field for innovation that has spawned numerous inventions, greatly benefitting consumers large and small across the globe. VoIP is used in many places and by every modern telephony system vendor, network supplier, and retail and wholesale carrier.
Results of Operations
The Company’s operating 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.
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Comparison of the Years Ending September 30, 2025 and 2024
| 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 | % | |||||
REVENUES, COST OF REVENUES AND GROSS MARGIN
The Company had no revenues, cost of revenues or gross margin for the years ending September 30, 2025 and 2024.
GENERAL AND ADMINISTRATIVE EXPENSES
General and 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.
AMORTIZATION AND DEPRECIATION
Amortization of the intellectual VoIP communications patent properties and depreciation of fixed assets for the year ending September 30, 2025 totaled $nil compared to $71,232 for the year ended September 30, 2024.
The Company follows GAAP (FAS 142) and is amortizing its intangibles over an estimated patent life of twelve (12) years. The Company evaluates its intangible assets annually and determines if the fair market value is less than its historical cost. If the fair market value is less, then impairment expense is recorded on the Company’s financial statements. The intangible assets on the financial statements of the Company related primarily to the Company’s acquisition of Digifonica (International) Limited.
OTHER ITEMS
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 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.
INTEREST EXPENSE
The Company had no financing or interest costs for the years ending September 30, 2025 and 2024.
NET LOSS
The 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.
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LIQUIDITY AND CAPITAL RESOURCES
As of 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.
Net 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.
Net cash used in investing activities for the years ending September 30, 2025 and 2024 was $Nil.
Net 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.
Liquidity
The Company primarily finances its operations from cash received through the private placement of its common stock, 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, 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.
Off-Balance Sheet Arrangements
Performance Bonus Payable
In 2016, 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. In order to provide maximum flexibility to the Company with respect to determining the level of Performance Bonus payable, and 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.
In 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.
As at September 30, 2025, no bonusable event had occurred and there was no Performance Bonus payable.
Impact of Inflation
We believe that inflation has not had a material impact on our results of operations for the year ended September 30, 2025. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide the information required by this Item.
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Item 8. Financial Statements and Supplementary Data.
VOIP-PAL.COM INC.
CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Year ending September 30, 2025
| 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 |
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Directors of
Voip-Pal.com Inc.
Opinion on the Consolidated Financial Statements
We 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.
Going Concern
The accompanying financial statements have been 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.
Basis for Opinion
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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
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.
Our audits included performing procedures to assess the risks of material 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.
We have served as the Company’s auditor since 2015.
/s/
| Chartered Professional Accountants | |
| PCAOB ID: |
|
| December 19, 2025 |
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VOIP-PAL.COM INC.
CONSOLIDATED BALANCE SHEETS
As at
(Expressed in U.S. Dollars)
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| CURRENT | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash | ||||||||
| Prepaid expense (Note 8) | ||||||||
| Retainer (Note 5) | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| CURRENT | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| SHARE CAPITAL (Note 10) Authorized (2024 – ) common shares, par value of $ and (2024 – ) preferred shares, par value of $ Issued common shares (2024 – ) preferred shares (2024 – ) | $ | $ | ||||||
| OBLIGATION TO ISSUE SHARES (Note 14) | ||||||||
| PREFERRED SHARE CAPITAL (Note 10) | ||||||||
| ADDITIONAL PAID-IN CAPITAL (Note 10) | ||||||||
| DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
Nature and Continuance of Operations (Note 1)
Contingent Liabilities (Note 14)
The accompanying notes are an integral part of these consolidated financial statements
| 18 |
VOIP-PAL.COM INC.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
For the Fiscal Years ending
(Expressed in U.S. Dollars)
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| EXPENSES | ||||||||
| Amortization (Note 6) | $ | $ | ||||||
| Officers and Directors fees (Note 8) | ||||||||
| Legal fees | ||||||||
| Office & general | ||||||||
| Patent consulting fees | ||||||||
| Professional fees & services | ||||||||
| Recovery of expenses previously paid | ( | |||||||
| Total expenses | $ | $ | ||||||
| OTHER INCOME | ||||||||
| Impairment on intangible assets (Note 6) | ||||||||
| Loss on settlement of litigation (Note 12, 14) | ||||||||
| Gain on settlement of accounts payable (Note 12) | ( | ) | ||||||
| ( | ) | |||||||
| LOSS AND COMPREHENSIVE LOSS FOR THE YEAR | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per common share | $ | ) | $ | ) | ||||
| Weighted-average number of common shares outstanding, basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
| 19 |
VOIP-PAL.COM INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fiscal Years ended
(Expressed in U.S. Dollars)
| September 30, 2025 | September 30, 2024 | |||||||
| Cash Flows used in Operating Activities | ||||||||
| Loss for the year | $ | ( | ) | $ | ( | ) | ||
| Add items not affecting cash: | ||||||||
| Shares issued for services | ||||||||
| Preferred shares issued for anti-dilution | ||||||||
| Amortization | ||||||||
| Gain on settlement of accounts payable | ( | ) | ||||||
| Loss on settlement of litigation | ||||||||
| Impairment on intangible assets | ||||||||
| Stock-based compensation | ||||||||
| Changes in non-cash working capital: | ||||||||
| Retainer | ||||||||
| Restricted cash | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Prepaid expense | ( | ) | ( | ) | ||||
| Cash Flows Used in Operations | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from private placement | ||||||||
| Loan repayments | ( | ) | ||||||
| Cash Flows Provided by Financing Activities | ||||||||
| Increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of the year | ||||||||
| Cash, end of the year | $ | $ | ||||||
Supplemental cash flow information (Note 9)
The accompanying notes are an integral part of these consolidated financial statements
| 20 |
VOIP-PAL.COM INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Expressed in U.S. dollars)
| 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 | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
| Shares issued for private placement | - | |||||||||||||||||||||||||||||||
| Share cancelled for private placement returned | ( |
) | ( |
) | - | ( |
) | ( |
) | |||||||||||||||||||||||
| Shares issued for services | - | |||||||||||||||||||||||||||||||
| Shares issued – preferred shares | - | ( |
) | |||||||||||||||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||||||||||||||
| Exercise of stock options | - | ( |
) | |||||||||||||||||||||||||||||
| Return to treasury for cashless option exercise | ( |
) | ( |
) | - | |||||||||||||||||||||||||||
| Exercise of warrants | - | ( |
) | |||||||||||||||||||||||||||||
| Return to treasury for cashless warrant exercise | ( |
) | ( |
) | - | |||||||||||||||||||||||||||
| Loss on settlement of litigation | - | - | ||||||||||||||||||||||||||||||
| Loss for the year | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
| Shares issued for private placement | - | |||||||||||||||||||||||||||||||
| Shares issued for services | - | |||||||||||||||||||||||||||||||
| Shares issued to settle accounts payable | - | |||||||||||||||||||||||||||||||
| Shares issued – preferred shares | - | |||||||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | 4,399,684 | - | 4,399,684 | ||||||||||||||||||||||||
| Exercise of stock options | - | ( |
) | |||||||||||||||||||||||||||||
| Return to treasury for cashless option exercise | ( |
) | ( |
) | - | |||||||||||||||||||||||||||
| Exercise of warrants | - | ( |
) | |||||||||||||||||||||||||||||
| Return to treasury for cashless warrant exercise | ( |
) | ( |
) | - | |||||||||||||||||||||||||||
| Loss on settlement of litigation | - | ( |
) | |||||||||||||||||||||||||||||
| Loss for the year | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| 21 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS
VOIP-PAL.com, 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
March 2004, the 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
In 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.
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, 2025, had an accumulated deficit of $
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.
NOTE 2. BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
| 22 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 3. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
These consolidated financial statements 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.
Use of Estimates
The 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 preparation 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.
Cash and Restricted Cash
Cash
consists of cash on hand, cash held in trust, and monies held in checking and savings accounts. The Company had $
Intangible Assets
Intangible assets, consisting of VoIP communication patent intellectual properties (IP) are recorded at cost and amortized over the assets estimated life on a straight-line basis. Management considers factors such as remaining life of the patents, technological usefulness and other factors in estimating the life of the assets.
The carrying value of intangible assets are reviewed for impairment by management of the Company at least annually or upon the occurrence of an event which may indicate that the carrying amount may be less than its fair value. If impaired, the Company will write- down such impairment. In addition, the useful life of the intangible assets will be evaluated by management at least annually or upon the occurrence of an event which may indicate that the useful life may have changed.
Fair Value of Financial Instruments
FASB ASC 820, Fair Value Measurement, defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. 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.
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.
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.
U.S. 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 or 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:
| - | Level 1: Quoted prices in active markets for identical assets and liabilities. |
| 23 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
| - | 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. |
The Company classifies its financial instruments as follows: Cash and restricted cash are classified as held to maturity and are 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.
Income Taxes
Deferred income taxes have been provided for temporary differences between financial statement and income tax reporting under the asset and liability method, 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.
The Company’s policy is to classify income tax assessments, if any, for interest expense and for penalties in general and administrative expenses. The Company’s income tax returns are subject to examination by the IRS and corresponding states.
Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted income per share includes potentially dilutive securities such as outstanding options and warrants outstanding during each period. To calculate diluted loss per share, the Company uses the treasury stock method and the if-converted method.
For
the year ended September 30, 2025 and the year ended September 30, 2024, there were
Derivatives
We account for derivatives pursuant to ASC 815, Accounting for Derivative Instruments and Hedging Activities. All derivative 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
The Company recognizes compensation expense for all stock-based payments made to employees, directors and others based on the estimated fair values of its common stock on the date of issuance.
The Company determines the 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.
The 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.
| 24 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
Concentrations of Credit Risk
The
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 Federal Deposit Insurance Corporation (FDIC) Insurance Limit of
$
Recent Accounting Pronouncements and Adoption
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.
NOTE 4. PURCHASE OF DIGIFONICA
The Company acquired Digifonica in December 2013. Pursuant to the terms in the Share Purchase Agreement (the “SPA”), the Company acquired % of Digifonica from the seller, the CEO of the Company (the “Seller”), for a cash payment of $ and 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
SPA included an anti-dilution clause (the “Anti-Dilution Clause”) that required the Company to maintain the Seller’s
percentage ownership of the Company at
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 Anti-Dilution Clause; and b) the Anti-Dilution Clause would be null and void from April 1, 2021 forward. As a result of this amendment, the Seller returned common shares to the treasury of the Company and relinquished his right to receive an additional common shares in exchange for warrants to purchase common shares at a price of $ for a period of ten years from the date of issue.
During
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 the Company in an equivalent amount to and instead of the required 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
Pursuant to the 2023 Amendments, during the year ended September 30, 2024, the Seller was issued share purchase warrants and 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.
Pursuant to the 2023 Amendments, during the year ended September 30, 2025, the Seller was issued share purchase warrants and 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).
| 25 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 5. RETAINER
The
Company has retainers with certain of its professional service providers. The balance due on these prepaid retainers was $
NOTE 6. INTANGIBLE ASSETS
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 (
As at September 30, 2024, the Company concluded that the carrying value of the intangible assets were fully impaired based on its estimate of fair value is lower than the carrying value of the intangible asset.
A summary of intangible assets as of September 30, 2025 and September 30, 2024 is as follows:
September 30, 2025 | September 30, 2024 | |||||||
| VoIP Intellectual property and patents | $ | $ | ||||||
| Impairment | ( | ) | ||||||
| Accumulated amortization | ( | ) | ||||||
| Net book value | $ | $ | ||||||
There were no disposals of any intangible assets in the years presented.
NOTE 7. LOAN PAYABLE
The
Company issued restricted shares of the Company’s common stock to a related party during the year 2022 and 2023 at a
price of $. 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 $
On
January 31, 2024, the Company entered into a Promissory note Agreement (the “Note”). 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 $
NOTE 8. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION
The Company compensates certain of its key management personnel to operate its business in the normal course. Key management includes the Company’s executive officers and members of its Board of Directors.
Compensation paid or accrued to key management for services during the years ended September 30, 2025 and 2024 includes:
| September 30, 2025 | September 30, 2024 | |||||||
| Management fees paid to the CEO | $ | $ | ||||||
| Management fees paid to the current CFO | ||||||||
| Fees paid or accrued to Directors | ||||||||
| Stock-based compensations (Note 11) | ||||||||
| $ | $ | |||||||
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 $
At
September 30, 2025, included in accounts payable and accrued liabilities is $
At
September 30, 2025, included in prepaid expense is $
| 26 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 9. SUPPLEMENTAL CASH FLOW INFORMATION
During the year ended September 30, 2025, the Company paid $ (September 30, 2024 - $) in interest or income taxes. There were no non-cash investing or financing transactions during the years ended September 30, 2025 and 2024.
NOTE 10. SHARE CAPITAL
Capital Stock Authorized and Issued as at September 30, 2025:
| - | (2024 – ) common voting shares authorized with a par value of $ each, of which (2024 – ) shares are issued. | |
| - | (2024 – ) series A preferred shares authorized with a par value of $ each, of which (2024 – ) 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. |
Issues during the year ended September 30, 2025
During the year ended September 30, 2025, the Company issued:
| _ | common shares
priced at $ per share for cash proceeds of $ | |
| _ | common shares
for services with a value of $ | |
| _ | common shares
with a value of $ to settle accounts payable of $ | |
| _ | restricted common shares priced at $ per share to Locksmith Financial Corporation as per a settlement and release agreement entered. | |
| _ | series A preferred
shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $ | |
| _ | common shares
priced at $ per share, offset by shares returned to treasury pursuant to cashless option exercises with a net value
of $ | |
| _ | common shares
priced at $ per share, offset by shares returned to treasury pursuant to cashless option exercises with a net value
of $ |
Issues during the year ended September 30, 2024
During the year ended September 30, 2024, the Company issued:
| − | common shares
priced at $ per share for cash proceeds of $ | |
| − | common shares were returned to the treasury shares from a private placement of common shares cancelled. | |
| − | common shares
for services with a value of $ | |
| − | series A preferred
shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $ | |
| − |
common shares priced at $ per share, offset by shares returned to treasury pursuant to cashless option exercises
with a net value of $
| |
| − | common shares
priced at $ per share, offset by shares returned to treasury pursuant to cashless warrant exercises with a net value
of $ |
Subsequent Issues
Subsequent
to the year ended September 30, 2025, on October 14, 2025, the Company issued common shares priced at $
Subsequent
to the year ended September 30, 2025, on October 28, 2025, the Company issued common shares priced at $
On
June 20, 2025, the Company entered into a securities purchase agreement with an investor whereby the investor committed to purchase
common shares and nine additional allotments of common shares priced at $ over a period of nine months for aggregate
proceeds of $
Subsequent
to the year ended September 30, 2025, on October 10, 2025, the
| 27 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
Common Share Purchase Warrants
As of September 30, 2025, there are (September 30, 2024 - ) outstanding share purchase warrants to be exercised.
The following table summarizes the Company’s warrant transactions:
| Number of warrants | Weighted average exercise price | |||||||
| Balance September 30, 2023 | $ | |||||||
| Issued | ||||||||
| Exercised | ( | ) | ||||||
| Cancelled | ( | ) | ||||||
| Balance September 30, 2024 | $ | |||||||
| Issued | ||||||||
| Exercised | ( | ) | ||||||
| Cancelled | ( | ) | ||||||
| Balance September 30, 2025 | $ | |||||||
| Grant Date | Warrants Outstanding | Exercise Price | Remaining Contractual Life (Years) | Number of Warrants Currently Exercisable | ||||||||||||
| $ | | |||||||||||||||
| $ | ||||||||||||||||
During
the year ended September 30, 2025, on September 24, 2025, the Company issued
| 28 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 11. STOCK-BASED COMPENSATION (CONT’D)
During
the year ended September 30, 2025, on August 23, 2025, the Company issued
During
the year ended September 30, 2025, on July 16, 2025, the Company issued
During
the year ended September 30, 2025, on February 14, 2025, the Company issued
During
the year ended September 30, 2025, on January 22, 2025, the Company issued
During
the year ended September 30, 2025, on January 19, 2025, the Company issued
During
the year ended September 30, 2025, on January 16, 2025, the Company issued
During
the year ended September 30, 2025, on January 2, 2025, the Company issued
| 29 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 11. STOCK-BASED COMPENSATION (CONT’D)
During
the year ended September 30, 2025, on December 20, 2024, the Company issued
During
the year ended September 30, 2025, on December 2, 2024, the Company issued
During
the year ended September 30, 2025, on November 13, 2024, the Company issued
During
the year ended September 30, 2025, on October 29, 2024, the Company issued
During
the year ended September 30, 2025, as of October 9, 2024, the Company issued common share purchase warrants to purchase
During
the year ended September 30, 2024, on September 17, 2024, the Company issued
| 30 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 11. STOCK-BASED COMPENSATION (CONT’D)
During
the year ended September 30, 2024, on September 12, 2024, the Company issued
During
the year ended September 30, 2024, on September 6, 2024, the Company issued
During
the year ended September 30, 2024, on August 18, 2024, the Company issued
During
the year ended September 30, 2024, on August 18, 2024, the Company issued
During
the year ended September 30, 2024, on June 12, 2024, the Company issued
During
the year ended September 30, 2024, on April 25, 2024, the Company issued
During
the year ended September 30, 2024, on January 12, 2024, the Company issued
During
the year ended September 30, 2023, on June 30, 2023, the Company issued
During
the year ended September 30, 2022, on May 30, 2022, the Company issued
On
April 23, 2023,
| 31 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 11. STOCK-BASED COMPENSATION (CONT’D)
Common Share Purchase Options
In order to provide incentive to 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”) whereby the Company is authorized to issue up to % 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.
Number of options | Weighted average exercise price ($) | |||||||
| Balance September 30, 2023 | $ | |||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Balance September 30, 2024 | $ | |||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Balance September 30, 2025 | $ | |||||||
Options Outstanding | Exercise Price | Remaining Contractual Life (Years) | Number of Options Currently Exercisable | |||||||||||
| $ | ||||||||||||||
| $ | ||||||||||||||
During the year ended September 30, 2025, no options in the capital stock of the Company were issued, and options were exercised.
During the year ended September 30, 2024, the Company:
- on January 12, 2024, granted options to purchase common shares at a price of $ to its consultants and advisors. The options are exercisable for a period of from the date of grant, with options vesting on the date of the option grant, 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 %, expected life of years, annualized historical volatility of % and a dividend rate of %. Expected volatilities are based on the historical volatility of the Company’s stock and other factors.
| 32 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 11. STOCK-BASED COMPENSATION (CONT’D)
Preferred Share
During
the year ended September 30, 2025, series A preferred shares were issued pursuant to the Anti-Dilution Clause of the SPA (Note
4) with a value of $ in order to bring total series A preferred share ownership to
During
the year ended September 30, 2024, series A preferred shares were issued pursuant to the Anti-Dilution Clause of the SPA (Note
4) with a value of $ in order to bring total series A preferred share ownership to
During
the year ended September 30, 2025, total stock-based compensation cost of $
As at September 30, 2025, the aggregate intrinsic value of the Company’s stock options is $ (2024 - $), and the total intrinsic value of options exercised during the year ended September 30, 2025 was $ (2024 - $).
As at September 30, 2025, the aggregate intrinsic value of the Company’s common share purchase warrants outstanding is $ (2024 - $), the aggregate intrinsic value of the common share purchase warrants exercisable is $ (2024 - $), and the total intrinsic value of common share purchase warrants exercised during the year ended September 30, 2025 was $ (2024 - $).
NOTE 12. OTHER ITEMS
For
the year ended September 30, 2025, other items included gain on settlement of accounts payable of $
For
the year ended September 30, 2024, other items included impairment on intangible assets of $
| 33 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 13. INCOME TAXES
The Company and 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.
Certain tax years are subject to examination by the Internal Revenue Service and state taxing authorities. The Company does not believe there would be any material adjustments upon such examination.
As
of September 30, 2025 and 2024, the Company had net operating loss carryforwards of approximately $
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
| 2025 | 2024 | |||||||
| Loss for the year | $ | ( | ) | $ | ( | ) | ||
| Expected income tax (recovery) | $ | ( | ) | $ | ( | ) | ||
| Change in statutory, foreign tax, foreign exchange rates and other | ( | ) | ||||||
| Permanent Difference | ( | ) | ||||||
| Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses | ( | ) | ||||||
| Change in unrecognized deductible temporary differences | ( | ) | ||||||
| Total income tax expense (recovery) | $ | $ | ||||||
The significant components of the 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:
| 2025 | Expiry Date Range | 2024 | Expiry Date Range | |||||||||
| Intangible assets | $ | $ | ||||||||||
| Non-capital losses available for future period | $ | $ | ||||||||||
Tax attributes are subject to review, and potential adjustment, by tax authorities.
NOTE 14. CONTINGENT LIABILITIES
Patent Litigation
The Company is party to patent and patent-related litigation cases as follows:
| i. | VoIP-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. |
In 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. On September 5, 2025, the Court granted the parties’ joint motion to dismiss. The case is closed.
| ii. | VoIP-Pal.com, Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-672 in the U.S. District Court, Western District of Texas |
On September 25, 2021, 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. 8,630,234 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 August 29, 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, Verizon filed a motion for entry of bill of costs. On August 8, 2025, the Court denied Verizon’s motion for attorneys’ fees and granted-in-part its motion for entry of bill of costs. On September 26, 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.
| 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 |
On September 25, 2021, the Company filed a lawsuit in 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.
| iv. | VoIP-Pal.com, Inc. v. Verizon Communications, Inc. 25-1602-IH |
On March 26, 2025, the Company filed a Notice of Appeal to the Federal Circuit in Case No. 6-21-cv-672. On April 28, 2025, the Court consolidated the appeal with appeal No. 25-1603. On September 26, 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.
| 34 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 14. CONTINGENT LIABILITIES (CONT’D)
| v. | Vo IP-Pal.com, Inc. v. T-Mobile USA, Inc. 25-1603-IH |
On 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.
| vi. | VoIP-Pal.com, Inc. v. T-Mobile USA, Inc. 25-2091-IH |
On September 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.
| vii. | VoIP-Pal.com, Inc. v. T-Mobile USA, Inc. Case No. 6-24-cv-298 in the U.S. District Court, Western District of Texas |
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.
| 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 |
On 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.
| ix. | VoIP-Pal v. AT&T, et al., 24-cv-02395-RC |
This was an antitrust litigation case filed on August 17, 2024. This case was voluntarily dismissed on October 25, 2024.
| x. | Leon, et al. v. AT&T, et al., 24-cv-02397-RDM |
This was a class action lawsuit filed on August 18, 2024. This case was voluntarily dismissed on October 25, 2025.
| xi. | VoIP-Pal v. AT&T, et al., 1:24-cv-03051-RDM |
This is an on-going antitrust litigation case filed on October 25, 2024. It was amended on December 17, 2024, and a second amended complaint was filed on August 22, 2025. The defendants have filed a motion to dismiss. That 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.
| xii. | Inza, et al. v. AT&T, et al., 24-cv-03054-RDM |
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.
| xiii. | VoIP-Pal v. Apple, et al., 25-cv-01843-RDM |
This is an antritrust 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.
| xiv. | Inza, et al. v. Apple, et al., 25-cv-01970-RDM |
This is a class 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.
| 35 |
VOIP-PAL.COM INC.
Notes to the Consolidated Financial Statements
(Expressed in United States Dollars)
September 30, 2025
NOTE 14. CONTINGENT LIABILITIES (CONT’D)
Non-Patent Litigation
The Company is party to non-patent litigation cases as follows:
Locksmith 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.
On January 1, 2020, the Plaintiffs filed suit in Nevada District Court claiming that they were owed Voip-Pal common shares from a previous case involving the Plaintiff 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 did not include said shares - following the jury’s decision in the 2019 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 preclusion (the 2020 claims were addressed in the previous action in 2019 and are now precluded); that Plaintiffs’ claims are untimely, and that the Plaintiffs no longer have standing to bring their claims.
During the year ended September 30, 2022, the Court entered a judgment in favor of VoIP-Pal.com Inc. and co-defendants, dismissing the 2020 case. The Plaintiffs filed an appeal with the Nevada Supreme Court.
During the year ended September 30, 2023, following a hearing of the appeal, the Nevada Supreme Court ruled to reverse the lower court’s judgment 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, however that motion was denied, and a trial date was set for November 28, 2023.
During the 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, 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.
During
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 restricted common
shares of the Company, with a value of $
Performance Bonus Payable
In
2016, the board of directors authorized the Company to provide a performance bonus (the “Performance Bonus”) of up to
In
2019, the board of directors authorized the increase of the Performance Bonus to up to
As at September 30, 2025 and 2024, no bonusable event has occurred and there was no Performance Bonus payable.
| 36 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There have been no changes in or disagreements with accountants on accounting or financial disclosure matters.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
At 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.
Based on 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. This conclusion reflects the compensating processes and oversight implemented by management, which management believes help mitigate, but do not eliminate, the material weaknesses.
Management’s Report on Internal Control over Financial Reporting
The Company’s management, including the Company’s CEO and CFO, is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The 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 recorded as necessary 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.
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 in ICFR
In 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”).
In connection with the 2024 Material Weaknesses, the Company has allocated resources to its remediation plan and implemented additional controls this year.
As of September 30, 2025, management believes that we are making progress to remediate the 2024 Material Weaknesses relating to its lack of proper controls over financial reporting of unusual and complex transactions. 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 reporting.
Evaluation of Effectiveness of ICFR
The 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.
| 37 |
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.
| 38 |
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 | Amount of Indirect | 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.
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 (September 30, 2024 - $nil).
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.
| 39 |
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
| 40 |
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 | ||
| 41 |
FAQ
What does VoIP-Pal.com Inc. (VPLM) do?
VoIP-Pal.com Inc. is an intellectual property company that owns a worldwide portfolio of issued and pending patents related to Voice-over-Internet Protocol (VoIP). Its patents cover areas such as classification and routing of communications, lawful intercept, enhanced emergency calling, mobile gateways, uninterrupted transmission during endpoint changes, and metering and billing for telecommunications services. The Company seeks to monetize these patents through licensing and litigation rather than by selling telecom services itself.
What were VoIP-Pal.com Inc. (VPLM) financial results for the year ended September 30, 2025?
For the year ended September 30, 2025, VoIP-Pal reported no revenue and a net loss of $6,227,153, compared with a net loss of $10,172,194 in 2024. General and administrative expenses were $6,244,756, down from $9,592,512, mainly due to lower officer and director fees and reduced legal fees. There was no amortization expense in 2025, versus $71,232 in 2024, and the Company recognized a $17,603 gain on settlement of accounts payable, whereas 2024 included impairment of intangible assets and a loss on settlement of litigation.
What is VoIP-Pal.com Inc. (VPLM) liquidity position and capital structure?
As of September 30, 2025, VoIP-Pal had cash of $1,060,499, current liabilities of $173,932, and working capital of $969,267. The accumulated deficit was $109,584,935. The Company finances operations primarily through private placements of common stock; in 2025 it issued 110,000,000 common shares at $0.005 per share for cash proceeds of $550,000 and 5,000,000 shares for services. As of the latest practicable date, December 19, 2025, there were 3,755,305,519 common shares outstanding, and at September 30, 2025 the Company had 274,500,000 stock options outstanding with an average exercise price of $0.005 per share.
Did the auditors raise any concerns about VoIP-Pal.com Inc. (VPLM) ability to continue operating?
Yes. The independent registered public accounting firm’s report for the year ended September 30, 2025 includes a going concern emphasis. The auditors note that the Company is in various stages of product development, continues to incur losses, and had an accumulated deficit of $109,584,935 as of September 30, 2025. These conditions are described as material uncertainties that raise substantial doubt about VoIP-Pal’s ability to continue as a going concern. The financial statements do not include adjustments that might result from this uncertainty.
What are the key legal proceedings involving VoIP-Pal.com Inc. (VPLM)?
VoIP-Pal is involved in multiple legal matters centered on its patents and alleged anticompetitive practices in the telecommunications industry. Several patent infringement suits in the U.S. District Court for the Western District of Texas against Amazon, Verizon, and T-Mobile were ultimately dismissed, with joint stipulations of dismissal filed and the cases closed, and motions for attorneys’ fees by Verizon and T-Mobile denied while certain bills of costs were granted in part. The Company also filed and amended antitrust and class action lawsuits against various Fortune 500 companies; some were voluntarily dismissed, while others remain pending with motions to dismiss or motions to compel arbitration fully briefed and awaiting court decisions.
What was the outcome of the Locksmith Financial Corporation litigation with VoIP-Pal.com Inc. (VPLM)?
In the Nevada litigation brought by Locksmith Financial Corporation and related plaintiffs over 95,832,000 VoIP-Pal common shares, the trial court initially ruled in VoIP-Pal’s favor in 2022, dismissing the 2020 case. The Nevada Supreme Court later reversed and remanded, and a subsequent trial concluded on November 30, 2023 with the court again ruling in favor of VoIP-Pal, finding plaintiffs had not met their burden of proof and awarding no damages. In 2024, the parties entered into a settlement and release agreement under which VoIP-Pal agreed to issue 30,000,000 restricted common shares valued at $351,000, and on October 1, 2024 a certificate for those shares was issued, with the plaintiff to file a voluntary dismissal of its appeal upon delivery.
Does VoIP-Pal.com Inc. (VPLM) pay dividends on its common stock?
No. VoIP-Pal has not declared dividends on its common stock and states that it does not anticipate paying dividends in the near future, as it intends to reinvest any profits to grow the business. There are no dividend restrictions in the Company’s articles of incorporation or bylaws, but under Nevada law dividends cannot be paid if the Company would be unable to pay its debts in the usual course of business or if total assets would fall below total liabilities plus amounts needed to satisfy any preferential shareholders.
