Annual Report for Fiscal Year Ending September 30, 2025 (Form 10-K)

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.

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.

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.