Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

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 interim condensed consolidated financial statements for the six months ended March 31, 2026 and notes thereto appearing elsewhere in this report, and our audited consolidated financial statements for the year ended September 30, 2025 and notes thereto.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This MD&A for the period ending March 31, 2026 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 twenty top 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-seven 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 benefiting 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.

Comparison of the Three Months Ending March 31, 2026 and 2025

		Three months ending March 31								Increase/
		2026				2025				(Decrease)				Percent
General and administrative expenses		$	(1,924,325	)		$	(1,364,563	)		$	559,762				41	%
Loss on settlement of AP			(104,500	)			(34,763	)			69,737				203	%
Net loss		$	(2,028,825	)		$	(1,399,326	)		$	(629,499	)			45	%

Comparison of the Six Months Ending March 31, 2026 and 2025

		Six months ending March 31								Increase/
		2026				2025				(Decrease)				Percent
General and administrative expenses		$	(2,843,978	)		$	(1,876,303	)		$	967,675				52	%
Loss on settlement of AP			(104,500	)			(34,763	)			69,737				203	%
Net loss		$	(2,948,478	)		$	(1,911,066	)		$	1,037,412				54	%

REVENUES, COST OF REVENUES AND GROSS MARGIN

The Company had no revenues, cost of revenues or gross margin for the six months ending March 31, 2026 and 2025.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ending March 31, 2026 totaled $1,924,325 compared to $1,364,563 during the same period in 2025. The increase in general and administrative expenses of $559,762 or 41% more than in the previous period was primarily due to a $511,559 increase in professional fees and services, a $89,772 increase in officers and directors fees, and a $39,151 increase in office and general expenses, offset by a $79,171 decrease in legal fees.

General and administrative expenses for the six months ending March 31, 2026 totaled $2,843,978 compared to $1,876,303 during the same period in 2025. The increase in general and administrative expenses of $967,675 or 52% more than in the previous period was primarily due to a $953,444 increase in professional fees and services, a $84,978 increase in officers and directors fees, and a $46,003 increase in office and general expenses, offset by a $116,222 decrease in legal fees.

OTHER ITEMS

Other items for the six months ending March 31, 2026, included a loss on settlement of accounts payable of $104,500, compared to a loss on settlement of accounts payable of $34,763 during the same periods in 2025.

NET LOSS

The Company reported a net loss of $2,028,825 for the three months ending March 31, 2026 compared to a net loss of $1,399,326 for the same period in 2025. The increase in net loss of $629,499, or 45% more than the same period in 2025, was primarily due to an increase in officers and directors' fees, professional fees and services and loss on settlement of accounts payable.

The Company reported a net loss of $2,948,478 for the six months ended March 31, 2026 compared to a net loss of $1,911,066 for the same period in 2025. The increase in net loss of $1,037,412, or 54% less than same period in 2025 was due primarily to an increase in officers and directors' fees, professional fees and services, and loss on settlement of accounts payable.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2026, the Company had an accumulated deficit of $112,533,413 as compared to an accumulated deficit of $109,584,935 at September 30, 2025. As of March 31, 2026, the Company had a working capital of $373,719 as compared to a working capital of $969,267 at September 30, 2025. The decrease in the Company's working capital of $595,548 is due to ongoing operating expenses during the period.

Net cash used by operations for the six months ending March 31, 2026 and 2025 was $829,843 and $999,219 respectively. The increase in net cash used for operations for the six months ending March 31, 2026 as compared to the six months ending March 31, 2025 was primarily due to an increase in net loss.

Net cash used in investing activities for the six months ending March 31, 2026 and 2025 was $Nil and $Nil, respectively.

Net cash provided from financing activities for the six months ending March 31, 2026 was $205,000 and $85,000, respectively. The increase in net cash provided by financing activities of $120,000 was due to $205,000 cash proceeds from private placements during the six months ending March 31, 2026 compared with no amounts of equity raised from private placements during the six months ending March 31, 2025.

Liquidity

The Company primarily finances its operations from cash received through the private placement of its common stock, settling outstanding debts, and the exercise of warrants and options 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 March 31, 2026, the Company had cash of $435,656 and current liabilities of $156,469 and incurred net loss of $2,948,478 during the six month period ended March 31, 2026; 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, and also authorized 66.67% of the Performance Bonus to be issued in an advance payment of an aggregate 127,000,000 Common shares ("Bonus Shares") to members of management, a director and several consultants. 30,000,000 of the issued Bonus Shares continue to be restricted from trading under Rule 144 as well as subject to a voluntary lock-up agreement under which the shares cannot be sold or transferred by the holders until such time as the Company has met the requirements of the bonusable event as described above.

As at March 31, 2026, no bonusable event has occurred and there is no Performance Bonus payable.