UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~March~~June 3130, 2025

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

Commission File Number: 000-55613

VoIP-PAL.COM INC.

(Exact name of Registrant as specified in its charter)

Nevada

98-0184110

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification Number)

7215 Bosque Boulevard, Suite 102

Waco, TX 76710-4020

(Address of principal executive offices)

954-495-4600

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes ☒ No ☐

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

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

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☐
Smaller reporting company ☒		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

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

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

As of ~~May~~August 155, ~~2025,~~ the Registrant had 3,~~657~~677,305,519 shares of Common Stock outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements.	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23

Item 4.	Controls and Procedures.	23

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings.	25

Item 1A.	Risk Factors.	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	26

Item 3.	Defaults Upon Senior Securities.	26

Item 4.	Mine Safety Disclosures.	26

Item 5.	Other Information.	26

Item 6.	Exhibits.	26

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited – prepared by management)

As at ~~March~~June 3130, 2025

(Expressed in U.S. Dollars)

	March 31			September 30,
	June 30			September 30,
	2025			2024
ASSETS
CURRENT
Cash	$	1,~~455~~166,~~194~~697		$	2,369,413
Restricted cash		40,250			40,250
Prepaid expense		2345,~~744~~446			30,721
Retainer (Note 5)		1235,~~075~~322			18,749
TOTAL ASSETS	$	1,~~531~~287,~~263~~715		$	2,459,133
LIABILITIES
CURRENT
Accounts payable and accrued liabilities	$	~~129~~150,~~464~~487		$	300,782
TOTAL LIABILITIES		~~129~~150,~~464~~487			300,782
STOCKHOLDERS’ EQUITY
SHARE CAPITAL (Note 10)
Authorized 9,000,000,000 (September 30, 2024 – 8,000,000,000) common shares, par value of $0.001 2,000,000 preferred shares, par value of $0.01
Authorized 10,000,000,000 (September 30, 2024 – 8,000,000,000) common shares, par value of $0.001 and 2,000,000 (September 30, 2024 – 1,000,000) preferred shares, par value of $0.01
Issued 3,653,305,519 common shares (September 30, 2024 – 3,589,945,275) 926,438 preferred shares (September 30, 2024 – 787,916)	$	3,129,771		$	3,066,411
Issued 3,677,305,519 common shares (September 30, 2024 – 3,589,945,275) 926,438 preferred shares (September 30, 2024 – 787,916)	$	3,153,771		$	3,066,411
SHARE CAPITAL (Note 10)	$	3,~~129~~153,771		$	3,066,411
OBLIGATION TO ISSUE SHARES (Note 12)		-			351,000
PREFERRED SHARE CAPITAL (Note 10)		9,264			7,879
ADDITIONAL PAID-IN CAPITAL (Note 10)		103,~~531~~054,~~612~~854			102,090,843
DEFICIT		(105,~~268~~080,~~848~~661	)		(103,357,782	)
TOTAL STOCKHOLDERS’ EQUITY		1,~~401~~137,~~799~~228			2,158,351
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,~~531~~287,~~263~~715		$	2,459,133

Nature and Continuance of Operations (Note 1)

Contingent Liabilities (Note 12)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS ) AND COMPREHENSIVE INCOME (LOSS)

(Unaudited – prepared by management)

(Expressed in U.S. Dollars)

	Three Months Ended			Three Months Ended			~~Six~~Nine Months Ended			~~Six~~Nine Months Ended
	March 31, 2025			March 31, 2024			March 31, 2025			March 31, 2024
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
EXPENSES
Amortization (Note 6 & 7)	$	-		$	~~35,115~~564		$	-		$	70,~~230~~794
Officers and Directors fees (Note 8 &11)		27,754			1,293,735			66,448			1,392,596
Officers and directors fees (Note 8 &11)		33,799			1,982,064			100,247			3,374,660
Legal fees		~~276~~162,~~928~~365			~~424~~474,~~881~~001			~~462~~624,~~500~~865			~~679~~1,~~954~~153,955
Office & general		3649,~~215~~611			76106,~~716~~856			~~118~~168,~~451~~062			~~140~~247,~~795~~651
Patent consulting fees		4,~~748~~749			4,500			813,~~525~~274			913,~~000~~500
Professional fees & services (Note 11)		1,018,918			923,707			1,220,379			1,034,948
Professional fees & services (recovery) (Note 11)		(438,711	)		1,033,644			781,668			2,068,592
Recovery of expenses previously paid		-			~~(250,000~~-	)		-			(250,000	)
Total expenses		1(188,~~364,563~~187	)		23,~~508~~601,~~654~~629			1,~~876~~688,~~303~~116			36,~~077~~679,~~523~~152
LOSS BEFORE OTHER EXPENSE		(1,364,563	)		(2,508,654	)		(1,876,303	)		(3,077,523	)
INCOME (LOSS) BEFORE OTHER EXPENSE		188,187			(3,601,629	)		(1,688,116	)		(6,679,152	)
OTHER EXPENSE
Loss on settlement of accounts payable		~~34,763~~-			-			34,763			-
Impairment on intangible assets (Note 6)		-			~~157,450~~-			-			157,450
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD		(1,399,326	)		(2,666,104	)		(1,911,066	)		(3,234,973	)
Other Expense/Income		-			-			34,763			157,450
Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD		188,187			(3,601,629	)		(1,722,879	)		(6,836,602	)
Weighted-average number of common shares outstanding, basic and diluted		3,633,932,374			2,928,923,940			3,632,943,363			3,056,080,979
Basic and diluted income (loss) per common share	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted-average number of common shares outstanding, basic and diluted		3,654,126,032			3,218,952,840			3,640,551,261			3,163,518,435

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited – prepared by management)

(Expressed in U.S. Dollars)

	Six Months Ended March 31, 2025			Six Months Ended March 31, 2024
	Nine Months Ended June 30, 2025			Nine Months Ended June 30, 2024
Cash Flows used in Operating Activities
Loss for the period	$	(1,~~911~~722,~~066~~879	)	$	(36,~~234~~836,~~973~~602	)
Add items not affecting cash:
Stock-based compensation		~~981~~408,~~129~~371			24,~~082~~827,~~193~~683
Shares issued for services		25,000			25,000
Preferred shares issued for anti-dilution		1,385			-
Shares issued on settlement of accounts payable		34,763			-
Amortization		-			70,~~230~~794
Impairment on intangible assets		-			157,450
Gain on settlement		-			-
Changes in non-cash working capital:
Retainer		6(16,~~674~~573	)		187,~~921~~303
Accounts payable and accrued liabilities		(~~144~~123,~~081~~058	)		~~148~~41,~~081~~559
Prepaid expense		6(14,~~977~~725	)		3(22,~~000~~161	)
Cash Flows Used in Operations		(~~999~~1,~~219~~407,716	)		(~~730~~1,~~098~~728,974	)
Cash Flows from Financing Activities
Proceeds from private placement		85205,000			~~882~~2,~~500~~425,875
Loan repayments		-			(125,000	)
Share subscriptions received in advance		-			103,000
Cash Flows Provided by Financing Activities		85,000			757,500
Loan repayments		-			(250,000	)
Increase (decrease) in cash		(914,219	)		27,402
Cash Flows Provided by Financing Activities		205,000			2,278,875
Increase (decrease) in cash		(1,202,716	)		549,901
Cash, beginning of the period		2,369,413			2,217,589
Cash, end of the period	$	1,~~455~~166,~~194~~697		$	2,~~244~~767,~~991~~490

Supplemental cash flow information (Note 9)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited – prepared by management)

(Expressed in U.S. dollars)

~~Six~~ Nine Months Ended ~~March~~June 3130, 2024

	Number			Par Value			Number		Par Value			~~Paid-in Capital~~Issued			~~Deficit~~Capital			~~Total~~Deficit			Total
	Common shares						Preferred shares					~~Additional~~Shares to be			Additional Paid-in
	Number			Par Value			Number		Par Value			~~Paid-in Capital~~Issued			~~Deficit~~Capital			~~Total~~Deficit			Total
Balance at October 1, 2023		3,015,525,291		$	2,491,993			735,031	$	7,350	-	$	93,112,937		$	(93,185,588	)	$	2,426,692
Balance at September 30, 2023		3,015,525,291		$	2,491,993			735,031	$	7,350		$	-		$	93,112,937		$	(93,185,588	)	$	2,426,692
Shares issued for private placement		~~176~~485,~~500~~174,~~000~~976			~~176~~485,~~500~~175			-		-			~~706,000~~-			-1,940,700			~~882,500~~-			2,425,875
Share cancelled for private placement returned		(50,000,000	)		(50,000	)		-		-			(200,000	)		-			(250,000	)
Share subscriptions received in advance		-			-			-		-			103,000			-			-			103,000
Shares issued for services		5,000,000			5,000			-		-			20,000			-			25,000
Share cancelled for private placement returned		(50,000,000	)		(50,000	)		-		-			-			(200,000	)		-			(250,000	)
Shares issued – preferred shares		-			-			52,885		529			(476	)		-			53
Shares issued for services		5,000,000			5,000			-		-			-			20,000			-			25,000
Shares issued on cashless exercise of stock options		22,417,556			22,418			-		-			(22,418	)		-			-
Shares issued – preferred shares		-			-			52,885		529			-			(476	)		-			53
Stock-based compensation		-			-			-		-			2,082,140			-			2,082,140
Shares issued on cashless exercise of stock options		46,957,643			46,957			-		-			-			(46,957	)		-			-
Loss for the period		-			-			-		-	-		-			(3,234,973	)		(3,234,973	)
Stock-based compensation		-			-			-		-			-			4,827,630			-			4,827,630
Balance at March 31, 2024		3,169,442,847		$	2,645,911			787,916	$	7,879	-	$	95,698,183		$	(96,420,561	)	$	1,931,412
Loss for the period		-			-			-		-			-			-			(6,836,602	)		(6,836,602	)
Balance at June 30, 2024		3,502,657,910		$	2,979,125			787,916	$	7,879		$	103,000		$	99,686,084		$	(100,022,190	)	$	2,721,648

Three Months Ended ~~March~~June 3130, 2024

	Number						Number		Par Value			Paid-in Capital			Deficit			Total
	Common shares						Preferred shares					Shares to be			Additional Paid-in
	Common shares						Preferred shares					Additional
	Number			Par Value			Number		Par Value			Issued			Capital			Deficit			Total
	Number						Number		Par Value			Paid-in Capital			Deficit			Total
Balance at April 1, 2024		3,169,442,847		$	2,645,911			787,916	$	7,879		$	-		$	95,698,183		$	(96,420,561	)	$	1,931,412
Balance at January 1, 2024		3,053,173,940		$	2,529,641			735,031	$	7,350	-	$	93,303,150		$	(93,754,457	)	$	2,085,684
Shares issued for private placement		308,674,976			308,675			-		-			-			1,234,700			-			1,543,375
Shares issued for private placement		151,500,000			151,500			-		-			606,000			-			757,500
Share subscriptions received in advance		-			-			-		-			103,000			-			-			103,000
Share cancelled for private placement returned		~~(50,000,000~~-	)		~~(50,000~~-	)		-		-			~~(200,000~~-	)		-			~~(250,000~~-	)		-
Shares issued for services		-			-			-		-			-			-			-			-
Shares issued – preferred shares		-			-			~~52,885~~-		~~529~~-			~~(476~~-	)		-			53-			-
Shares issued on cashless exercise of stock options		1424,~~768~~540,~~907~~087			1424,~~770~~539			-		-			~~(14,770~~-	)		-(24,539	)		-			-
Stock-based compensation		-			-			-		-			~~2,004,279~~-			-2,745,490			~~2,004,279~~-			2,745,490
Loss for the period		-			-			-		-	-		-			~~(2,666,104~~-	)		(23,~~666~~601,~~104~~629	)		(3,601,629	)
Balance at March 31, 2024		3,169,442,847		$	2,645,911			787,916	$	7,879	-		95,698,183		$	(96,420,561	)	$	1,931,412
Balance at June 30, 2024		3,502,657,910		$	2,979,125			787,916	$	7,879			103,000		$	99,686,084		$	(100,022,190	)	$	2,721,648

~~Six~~ Nine Months Ended ~~March~~June 3130, 2025

	Number		Par Value		Number		Par Value		Issued Value			Paid-in Capital			Deficit			Total
	Common Shares				Preferred Shares				Shares to be			Additional Paid-in
	Common Shares				Preferred Shares				Shares to be			Additional
	Number		Par Value		Number		Par Value		Issued Value			Capital			Deficit			Total
	Number		Par Value		Number		Par Value		Issued Value			Paid-in Capital			Deficit			Total
Balance at October 1, 2024		3,589,945,275	$	3,066,411		787,916	$	7,879	$	351,000		$	102,090,843		$	(103,357,782	)	$	2,158,351
Shares issued for private placement		1741,000,000		1741,000		-		-		-			68164,000			-			85205,000
Shares issued for services		5,000,000		5,000		-		-		-			20,000			-			25,000
Shares issued to settle accounts payable		5,000,000		5,000		-		-		-			57,000			-			62,000
Shares issued – preferred shares		-		-		138,522		1,385		-			-			-			1,385
Shares issued on cashless exercise of stock options		3,344,371		3,344		-		-		-			(3,344	)		-			-
Shares issued on cashless exercise of warrants		3,015,873		3,016		-		-		-			(3,016	)		-			-
Stock-based compensation		-		-		-		-		-			~~981~~408,~~129~~371			-			~~981~~408,~~129~~371
Shares issued for loss on settlement of litigation		30,000,000		30,000		-		-		(351,000	)		321,000			-			-
Loss for the period		-		-		-		-		-			-			(1,~~911~~722,~~066~~879	)		(1,~~911~~722,~~066~~879	)
Balance at March 31, 2025		3,653,305,519	$	3,129,771		926,438	$	9,264	$	-		$	103,531,612		$	(105,268,848	)	$	1,401,799
Balance at June 30, 2025		3,677,305,519	$	3,153,771		926,438	$	9,264	$	-		$	103,054,854		$	(105,080,661	)	$	1,137,228

Three Months Ended ~~March~~June 3130, 2025

	Number		Par Value		Number		Par Value			Paid-in Capital			Deficit			Total
	Common Shares				Preferred Shares					Shares to be			Additional Paid-in
	Common Shares				Preferred Shares					Additional
	Number		Par Value		Number		Par Value			Issued Value			Capital			Deficit			Total
	Number		Par Value		Number		Par Value			Paid-in Capital			Deficit			Total
Balance at April 1, 2025		3,653,305,519	$	3,129,771		926,438	$	9,264		$	-		$	103,531,612		$	(105,268,848	)	$	1,401,799
Balance at January 1, 2025		3,624,945,275	$	3,101,411		926,438	$	9,264	-	$	102,506,554		$	(103,869,522	)	$	1,747,707
Balance		3,653,305,519	$	3,129,771		926,438	$	9,264		$	-		$	103,531,612		$	(105,268,848	)	$	1,401,799
Balance		3,624,945,275	$	3,101,411		926,438	$	9,264	-	$	102,506,554		$	(103,869,522	)	$	1,747,707
Shares issued for private placement		24,000,000		24,000		-		-			-			96,000			-			120,000
Shares issued for private placement		17,000,000		17,000		-		-			68,000			-			85,000
Shares issued to settle accounts payable		-		-		-		-			-			-			-			-
Shares issued to settle accounts payable		5,000,000		5,000		-		-			57,000			-			62,000
Shares issued on cashless exercise of stock options		-		-		-		-			-			-			-			-
Shares issued on cashless exercise of stock options		3,344,371		3,344		-		-			(3,344	)		-			-
Shares issued on cashless exercise of warrants		-		-		-		-			-			-			-			-
Shares issued on cashless exercise of warrants		3,015,873		3,016		-		-			(3,016	)		-			-
Stock-based compensation		-		-		-		-			-			(572,758	)		-			(572,758	)
Stock-based compensation		-		-		-		-			906,418			-			906,418
Income (loss) for the period		-		-		-		-			-			-			188,187			188,187
Loss for the period		-		-		-		-	-		-			(1,399,326	)		(1,399,326	)
Balance at June 30, 2025		3,677,305,519	$	3,153,771		926,438	$	9,264		$	-		$	103,054,854		$	(105,080,661	)	$	1,137,228
Balance at March 31, 2025		3,653,305,519	$	3,129,771		926,438	$	9,264	-	$	103,531,612		$	(105,268,848	)	$	1,401,799
Balance		3,677,305,519	$	3,153,771		926,438	$	9,264		$	-		$	103,054,854		$	(105,080,661	)	$	1,137,228
Balance		3,653,305,519	$	3,129,771		926,438	$	9,264	-	$	103,531,612		$	(105,268,848	)	$	1,401,799

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~March 31~~June 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 one reportable segment being the acquisition and development of VoIP-related intellectual property including patents and technology. All intangible assets are located in the United States of America.

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 interim condensed 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 ~~March~~June 3130, 2025, had an accumulated deficit of $105,~~268~~080,~~848~~661 (September 30, 2024 - $103,357,782). The ability of the Company to continue operations as a going concern is dependent upon raising additional working capital, settling outstanding debts and generating profitable operations. These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required. There can be no assurance that capital will be available as necessary to meet these continued developments and operating costs or, if the capital is available, that it will be on terms acceptable to the Company. The issuance of additional stock by the Company may result in a significant dilution in the equity interests of its current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, its business and future success may be adversely affected.

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 interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~March 31~~June 30, 2025

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

These interim condensed 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 ~~March~~June 3130, 2025, Digifonica had no activities.

Use of Estimates

The preparation of these interim condensed 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

Cash consists of cash on hand, cash held in trust, and monies held in checking and savings accounts. The Company had $1,~~455~~166,~~194~~697 in cash on June ~~March 31~~30, 2025 (September 30, 2024 - $2,369,413). The Company also had $40,250 restricted cash on ~~March~~June 3130, 2025 (September 30, 2024 - $40,250) which is a collateral GIC held for the Company’s corporate credit card.

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.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~March 31~~June 30, 2025

NOTE 3.

SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Fair Value of Financial Instruments (cont’d)

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.

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 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, generally for three years after they are filed.

Loss per Common Share

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 stock options and share purchase 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 period ended ~~March~~June 3130, 2025 and the year ended September 30, 2024, there were no potentially dilutive securities included in the calculation of weighted-average common shares outstanding.

Derivatives

We account for derivatives pursuant to ASC 815, Accounting for Derivative Instruments and Hedging Activities. All derivative instruments are recognized in the interim condensed 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.

Preferred Shares

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

Stock-based compensation

The Company recognizes compensation expenses 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 grant.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

~~March 31~~June 30, 2025

NOTE 3.

SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Stock-based compensation (cont’d)

The Company determines the fair value of the share-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.

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 $250,000; however, has not experienced any losses to date. As of ~~March~~June 3130, 2025, the Company’s bank operating account balances exceeded the FDIC Insurance Limit of $250,000 by $1916,~~205,194~~697.

Recent Accounting Pronouncements and Adoption

Certain new standards, amendments and interpretations, and improvements to existing standards have been published by the FASB and United States Securities and Exchange Commission but are not yet effective and have not been adopted early by the Company. Management anticipates that all the relevant pronouncements will be adopted in the first reporting period following the date of application unless noted. Information on the new standards, amendments and interpretations, and improvements to existing standards which could potentially impact the Company’s financial statements are detailed as follows:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting –(Topic 280): Improvements to Reportable ~~Segments~~Segment Disclosures. The amendments ~~enhance~~in ~~disclosures~~this ofupdate ~~significant~~improve reportable segment ~~expenses by requiring~~ disclosure ~~of significant segment expenses regularly provided to the chief operating decision maker (CODM)~~requirements, ~~extend~~primarily ~~certain annual~~through enhanced disclosures toabout ~~interim periods, and permit more than one measure of~~ significant segment ~~profit~~expenses. orThe ~~loss~~amendments toin beASU ~~reported~~2023-07 ~~under certain conditions. The amendments~~ are effective for ~~the Company in~~ fiscal years beginning after December 15, 2023,. ~~and~~The ~~interim~~Company ~~periods~~adopted this ~~within~~standard ~~fiscal~~effective ~~years~~ for the reporting period beginning ~~after~~on ~~December~~October 151, 2024. ~~Early~~The adoption of ~~the~~this ~~amendment~~standard isdid ~~permitted,~~not ~~including~~result ~~adoption~~ in any ~~interim periods for which financial~~additional ~~statements~~disclosure ~~have~~as ~~not~~the ~~been issued. The~~ Company isonly ~~currently~~has ~~evaluating~~one ~~the~~reportable ~~guidance~~segment and ~~its~~does ~~impact~~not togenerate ~~the~~any ~~financial statements~~revenue.

~~Certain~~In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in this update require disclosure, in the notes to financial statements, on disaggregated information about specific categories underlying certain income statement expense line items that are considered relevant which among other ~~new~~items ~~standards~~include ~~and~~items ~~interpretations~~such ~~have~~as the purchase of inventory, employee compensation, depreciation, ~~been~~and ~~issued~~intangible ~~but~~asset amortization. The amendments in ASU 2024-03 are ~~not~~effective ~~expected~~for tofiscal ~~have~~years abeginning ~~material~~after ~~impact~~December on15, 2026. Early adoption is permitted. Adoption of this ASU will result in additional disclosure, but will not impact the Company’s condensed consolidated financial ~~statements~~position, results of operations, or cash flows.

10Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Company’s financial statements.

~~VOIP-PAL.COM INC.~~10

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

~~(Unaudited~~Notes to –the ~~prepared~~Interim byCondensed ~~management)~~Consolidated Financial Statements

(~~Expressed~~Unaudited – inprepared ~~United~~by ~~States Dollars~~management)

~~March~~(Expressed in ~~31,~~United ~~2025~~States Dollars)

~~NOTE~~June 30, ~~4. PURCHASE OF DIGIFONICA~~2025

~~The~~NOTE ~~Company acquired Digifonica in December 2013~~4. ~~Pursuant~~ toPURCHASE ~~the~~OF terms in the Share Purchase Agreement (the “SPA”), the Company acquired 100% of Digifonica from the seller, the CEO of the Company (the “Seller”), for a cash payment of $800,000 and 389,023,561 common shares of the Company. The assets acquired through the acquisition were VoIP-related patented technology, including patents for Lawful Intercept, routing, billing and rating, mobile gateway, advanced interoperability solutions, intercepting voice over IP communications, and uninterrupted transmission of internet protocol transmissions during endpoint changes.DIGIFONICA

The Company ~~SPA~~acquired ~~included~~Digifonica anin ~~anti-dilution~~December ~~clause~~2013. Pursuant to the terms in the Share Purchase Agreement (the “~~Anti-Dilution Clause~~SPA”), ~~that required~~ the Company acquired to100% ~~maintain~~of Digifonica from the ~~Seller’s~~seller, ~~percentage~~the ~~ownership~~CEO of the Company ~~at 40% by issuing~~ (the “Seller ”), for a ~~proportionate~~cash ~~number~~payment of $800,000 and 389,023,561 common shares of ~~any~~the ~~future~~Company. ~~issuance~~The ofassets ~~the~~acquired ~~Company’s~~through ~~common~~the ~~shares.~~acquisition ~~Shares~~were ~~issued~~VoIP-related ~~pursuant~~patented totechnology, ~~the~~including ~~Anti-Dilution~~patents for ~~Clause~~Lawful ~~were~~Intercept, ~~recorded~~routing, asbilling aand ~~share~~rating, ~~issuance~~mobile ~~cost~~gateway, ~~within~~advanced ~~the~~interoperability ~~Additional~~solutions, ~~Paid-in~~intercepting ~~Capital~~voice ~~account~~over ~~(Notes~~IP 8 communications, and ~~10)~~uninterrupted transmission of internet protocol transmissions during endpoint changes.

~~During~~The SPA ~~the~~included ~~year~~an ~~ended~~anti-dilution ~~September~~clause ~~30,~~(the ~~2021,~~“Anti-Dilution onClause”) ~~April 12,~~that ~~2021,~~required the ~~SPA~~Company ~~was amended~~ to ~~provide~~maintain ~~that:~~the a)Seller’s percentage ~~from~~ownership ~~its~~of ~~inception~~the ~~until~~Company ~~March~~at ~~31,~~40% ~~2021,~~by issuing the ~~Company~~Seller ~~would~~a ~~issue~~proportionate ~~warrants~~number toof ~~purchase~~ common shares of ~~the~~any ~~Company~~future inissuance ~~an equivalent amount to and instead~~ of the Company’s ~~required~~common shares. ~~being~~Shares issued pursuant to the Anti-Dilution ~~Clause;~~ ~~and b) the Anti-Dilution~~ Clause ~~would~~were berecorded ~~null~~as ~~and void from April 1, 2021 forward. As~~ a ~~result~~share ofissuance ~~this~~cost ~~amendment,~~within the ~~Seller returned~~Additional ~~513,535,229~~Paid-in ~~common~~Capital ~~shares~~account to(Notes ~~the~~10 ~~treasury of the Company~~ and ~~relinquished his right to receive an additional 107,935,333 common shares in exchange for 621,470,562 warrants to purchase common shares at a price of $0~~11).~~021 for a period of ten years from the date of issue.~~

During the year ended September 30, ~~2023~~2021, on April 23 12, ~~2023~~2021, the SPA was ~~further~~ amended to provide that: a) ~~retroactively~~from ~~reinstate~~its ~~the~~inception ~~Anti-Dilution~~until ~~Clause~~March ~~that~~31, ~~had been nullified by the amendments~~2021, ~~made to~~ the ~~STA in April 2021 so that the~~ Company iswould ~~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~~Anti-~~voting~~Dilution ~~rights~~Clause inwould abe ~~sufficient~~null ~~amount~~and invoid ~~order~~from ~~for~~April ~~the~~1, ~~Seller~~2021 toforward. As ~~maintain~~a ~~his~~result ~~40%~~of ~~voting~~this ~~rights~~amendment, in the ~~Company~~ ~~while~~Seller ~~his~~returned ~~warrants~~513,535,229 ~~issued~~common ~~pursuant~~shares to the ~~original~~treasury ~~and reinstated Anti-Dilution Clause remain unexercised (“2023 Amendments”). Each~~ of the ~~warrant~~Company ~~issuance~~ and ~~the~~relinquished ~~preferred~~his ~~share issuance required under the 2023 Amendments are~~ right to ~~occur~~receive atan ~~the~~additional ~~close~~107,935,333 ofcommon ~~each~~shares ~~quarterly reporting~~in ~~period.~~exchange Asfor ~~a result of the 2023 Amendments~~621, ~~the Seller was issued 831~~470,~~466,899~~562 ~~share purchase~~ warrants ~~and~~to ~~138,420~~purchase ~~series~~common ~~A preferred~~ shares onat ~~June~~a ~~30,~~price ~~2023~~of $0.021 for ~~Shares~~a ~~and~~period ~~warrants~~of ~~issued~~ten ~~pursuant~~years tofrom the ~~Anti-Dilution~~date ~~Clause~~of ~~are recorded as a share issuance cost within the additional paid-in capital account~~issue.

~~Pursuant~~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 40% voting rights in the Company while his warrants issued pursuant to the original and reinstated Anti-Dilution Clause remain unexercised (“2023 Amendments,”). ~~during~~Each of the ~~year~~warrant ~~ended~~issuance and the preferred share issuance required under the ~~September~~2023 ~~30,~~Amendments ~~2024~~are to occur at the close of each quarterly reporting period. As a result of the 2023 Amendments, the Seller was issued ~~137~~ 831,~~091~~466,~~089~~899 share purchase warrants and 52138,~~885~~420 series A preferred shares on ~~January~~June 1230, ~~2024~~2023. Shares and warrants issued pursuant to the Anti-Dilution Clause are recorded as a share issuance cost within the additional paid-in capital account.

Pursuant to the 2023 Amendments, during the ~~six~~year ~~months period~~ ended ~~March~~September 3130, ~~2025~~2024, the Seller was issued ~~357~~137,~~865~~091,~~449~~089 share purchase warrants and ~~138~~52,~~522~~ 885 series A preferred shares on ~~October 9~~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.

~~NOTE~~Pursuant to 5the 2023 Amendments, during the nine months period ended June 30, 2025, the Seller was issued 357,865,449 share purchase warrants and 138,522 series A preferred shares on October 9, 2024. ~~RETAINER~~Shares and warrants issued pursuant to the Anti-Dilution Clause are recorded as a share issuance cost within the additional paid-in capital account.

~~The~~NOTE ~~Company has retainers with certain of its professional service providers~~5. The balance due on these prepaid retainers was $12,075 as of March 31, 2025, and $18,749 as of September 30, 2024. The Company recognizes the expense from these retainers as they are invoiced and the invoiced charges are deducted from the various providers’ prepaid retainer balances.RETAINER

11The Company has retainers with certain of its professional service providers. The balance due on these prepaid retainers was $35,322 as of June 30, 2025 (September 30, 2024 - $18,749). The Company recognizes the expense from these retainers as they are invoiced and the invoiced charges are deducted from the various providers’ prepaid retainer balances.

~~VOIP-PAL.COM INC.~~11

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

~~(Unaudited~~Notes to –the ~~prepared~~Interim byCondensed ~~management)~~Consolidated Financial Statements

(~~Expressed~~Unaudited – inprepared ~~United~~by ~~States Dollars~~management)

~~March~~(Expressed in ~~31,~~United ~~2025~~States Dollars)

~~NOTE~~June 30, ~~6. INTANGIBLE ASSETS~~2025

~~The~~NOTE ~~Company acquired certain patents and technology from Digifonica in December 2013 (Note 4)~~6. ~~These~~INTANGIBLE ~~assets have been recorded in the consolidated financial statements as intangible assets. These assets are being amortized over twelve (12) years on a straight-line basis.~~ASSETS

AsThe Company atacquired ~~September~~certain ~~30,~~patents ~~2024,~~and ~~the~~technology ~~Company~~from ~~concluded~~Digifonica ~~that the~~in ~~carrying~~December ~~value~~2013 of(Note ~~the~~4). ~~intangible~~These assets ~~were~~have ~~fully~~been ~~impaired~~recorded ~~based~~in onthe ~~its~~consolidated financial ~~estimate~~statements ofas ~~fair~~intangible ~~value~~assets. isThese ~~lower~~assets ~~than~~are ~~the~~being ~~carrying~~amortized ~~value~~over ~~of the~~12 ~~intangible~~years ~~asset~~on a straight-line basis.

AAs at ~~summary~~September 30, 2024, the Company concluded that the carrying value of the intangible assets aswere offully ~~March~~impaired ~~31,~~based ~~2025 and~~on ~~September~~its ~~30,~~estimate of ~~2024~~fair value is aslower ~~follows:~~than the carrying value of the intangible asset.

~~SCHEDULE~~A summary OFof ~~INTANGIBLE~~intangible ~~ASSETS~~assets as of June 30, 2025 and September 30, 2024 is as follows:

	March 31, 2025		September 30, 2024
VoIP Intellectual property and patents	$	-	$	1,552,416
Impairment		-		(157,450
Accumulated amortization		-		(1,394,966	)
Net book value	$	-	$	-

SCHEDULE OF INTANGIBLE ASSETS

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

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

~~NOTE~~There were 7.no ~~LOAN~~disposals ~~PAYABLE~~of any intangible assets in the years presented.

~~The~~NOTE ~~Company issued 50,000,000 restricted shares of the Company’s common stock to a related party during the year 2022 and 2023 at a price of $0~~7.~~005.~~ InLOAN connection with certain allegations arising under the Securities Exchange Act of 1934, as amended the related party surrendered the Shares to the Corporation for cancellation in consideration for issuance of an unsecured promissory note of the Company in the principal amount of $250,000.PAYABLE

OnThe Company ~~January~~issued 3150, ~~2024~~000,000 ~~the~~restricted ~~Company~~shares ~~entered~~of ~~into~~the aCompany’s ~~Promissory note~~common ~~Agreement~~stock ~~(the~~to ~~“Note”).~~a ~~The~~ related party ~~waives~~during the ~~right~~year to2022 ~~receive~~and ~~any~~2023 ~~interest~~at ona price ~~the principal amount~~ of ~~the~~$0.005. ~~Note and~~In ~~the~~connection ~~Note~~with iscertain ~~due~~allegations onarising ~~demand.~~under ~~On March 20, 2024,~~ the ~~Company~~Securities ~~paid~~Exchange ~~back~~Act aof ~~$125~~1934,~~000~~ ~~loan~~as toamended the related party. surrendered ~~On April 16, 2024,~~ the ~~Company paid~~Shares ~~back another $125,000 loan~~ to the ~~related~~Corporation ~~party.~~for Ascancellation ofin ~~March~~consideration ~~31,~~for ~~2025,~~issuance ~~loan~~of ~~payable~~an ~~had~~unsecured apromissory ~~balance~~note of ~~$nil~~the ~~(September~~Company in ~~30,~~the ~~2024~~principal -amount ~~$nil) (Note~~of 8)$250,000.

~~NOTE~~On January 831, 2024, the Company entered into a Promissory note Agreement (the “Note”). ~~RELATED~~The ~~PARTY~~related ~~TRANSACTIONS~~party ~~AND~~waives ~~KEY~~the ~~MANAGEMENT~~right ~~COMPENSATION~~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, 2024, the Company paid back another $125,000 loan to the related party. As of June 30, 2025, loan payable had a balance of $nil (September 30, 2024 - $nil) (Note 8).

~~The~~NOTE ~~Company compensates certain of its key management personnel to operate its business in the normal course~~8. ~~Key~~RELATED ~~management~~PARTY ~~includes~~TRANSACTIONS ~~the~~AND ~~Company’s~~KEY ~~senior~~MANAGEMENT ~~officers and members of its Board of Directors.~~COMPENSATION

~~Compensation~~The Company ~~paid~~compensates orcertain ~~accrued~~of toits key management ~~for services~~personnel ~~during~~to operate its business in the ~~interim~~normal ~~periods~~course. ~~ended~~Key ~~March~~management ~~31,~~includes ~~2025~~the Company’s senior officers and ~~2024~~members ~~includes:~~of its Board of Directors.

~~SCHEDULE~~Compensation paid OFor ~~COMPENSATION~~accrued ~~PAID~~to ORkey ~~ACCRUED~~management TOfor ~~KEY~~services ~~MANAGEMENT~~during ~~FOR~~the ~~SERVICES~~interim periods ended June 30, 2025 and 2024 includes:

	March 31, 2025		March 31, 2024
Management fees paid to the officers		42,448		30,000
Fees paid or accrued to directors		33,000		29,000
Stock-based compensation (Note 11)		-		1,342,596
Total fees paid	$	75,448	$	1,401,596

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 March 31, 2025, loan payable had a balance of $nil (September 30, 2024 - $nil) (Note 7).

	June 30, 2025		June 30, 2024
Management fees paid to the officers		59,247		57,000
Fees paid or accrued to directors		54,500		37,500
Stock-based compensation (Note 11)		-		3,293,660
Total fees paid	$	113,747	$	3,388,160

AtOn January ~~March~~ 31, ~~2025~~2024, ~~included~~the inCompany ~~accounts~~entered ~~payable~~into ~~and~~a Promissory note Agreement (the “Note”) with a related party. The related party ~~accrued~~waives ~~liabilities~~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 June 30, 2025, loan payable had a balance of $nil (September 30, 2024 - $~~5,250~~nil) ~~owed~~(Note ~~to current officers and directors~~7).

At June ~~March 31~~30, 2025, included in ~~prepaid~~accounts ~~expense~~payable and accrued liabilities is $231,~~744~~599 (September 30, 2024 - $305,~~721~~250) ofowed ~~prepaid~~to ~~compensation~~current toofficers and directors.

~~NOTE~~At June 9.30, ~~SUPPLEMENTAL~~2025, ~~CASH~~included ~~FLOW~~in ~~INFORMATION~~prepaid expense is $45,446 (September 30, 2024 - $30,721) of prepaid compensation to directors.

~~During~~NOTE ~~the~~9. ~~period~~SUPPLEMENTAL ~~ended~~CASH ~~March~~FLOW ~~31, 2025, the Company paid $Nil (September 30, 2024 - $Nil) in interest or income taxes.~~INFORMATION

~~There~~During the ~~were~~period noended ~~non-cash~~June ~~investing~~30, or2025, ~~financing transactions during~~ the ~~six-month~~Company ~~periods~~paid ~~ended~~$Nil ~~March~~(September 3130, ~~2025~~2024 ~~and~~- ~~2024~~$Nil) in interest or income taxes.

12There were no non-cash investing or financing transactions during the nine-month periods ended June 30, 2025 and 2024.

~~VOIP-PAL.COM INC.~~12

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

~~(Unaudited~~Notes to –the ~~prepared~~Interim byCondensed ~~management)~~Consolidated Financial Statements

(~~Expressed~~Unaudited – inprepared ~~United~~by ~~States Dollars~~management)

~~March~~(Expressed in ~~31,~~United ~~2025~~States Dollars)

~~NOTE~~June 30, ~~10. SHARE CAPITAL~~2025

~~Capital~~NOTE ~~Stock~~10. ~~Authorized~~SHARE ~~and Issued as at March 31, 2025:~~CAPITAL

	-	9,000,000,000 (September 30, 2024 – 8,000,000,000) common voting shares authorized with a par value of $0.001 each, of which 3,653,305,519 (September 30, 2024 – 3,589,945,275) shares are issued.
	-	2,000,000 series A preferred shares authorized with a par value of $0.01 each, of which 926,438 (September 30, 2024 – 787,916) shares are issued. The preferred shares were issued for super-voting rights and are not convertible, exchangeable for common shares, nor redeemable for cash. The preferred shares cannot be sold, exchanged or transferred to another party.

Capital Stock Authorized and Issued as at June 30, 2025:

Issues during the six-month period ended March 31, 2025

	-	10,000,000,000 (September 30, 2024 – 8,000,000,000) common voting shares authorized with a par value of $0.001 each, of which 3,677,305,519 (September 30, 2024 – 3,589,945,275) shares are issued.

	-	2,000,000 series A preferred shares authorized with a par value of $0.01 each, of which 926,438 (September 30, 2024 – 787,916) shares are issued. The preferred shares were issued for super-voting rights and are not convertible, exchangeable for common shares, nor redeemable for cash. The preferred shares cannot be sold, exchanged or transferred to another party.

~~During~~Issues during the ~~six~~nine-month period ended ~~March~~June 3130, 2025~~, the Company issued:~~

_During the ~~17,000,000~~nine-month ~~common~~period ~~shares~~ended ~~priced~~June at $0.005 per share for cash proceeds of $85,000 from a private placement of common shares. _ 5,000,000 common shares for services with a value of $25,000. _ 5,000,000 common shares with a value of $62,000 to settle accounts payable of $27,237 resulting in a loss on settlement of $34,763. _ 30,~~000,000~~ ~~restricted common shares priced at $0.0117 per share to Locksmith Financial Corporation as per a settlement and release agreement entered. _ 138~~2025,~~522~~ ~~series A preferred shares pursuant to~~ the ~~Anti-Dilution~~Company Clause of the SPA (Note 4) with a value of $1,385 in order to bring total series A preferred share ownership to 926,438. _ 5,000,000 common shares priced at $0.005 per share, offset by 1,655,629 shares returned to treasury pursuant to cashless option exercises with a net value of $3,344. _ 5,000,000 common shares priced at $0.005 per share, offset by 1,984,127 shares returned to treasury pursuant to cashless option exercises with a net value of $3,016.issued:

~~During~~_ ~~the~~41,000,000 ~~year~~common ~~ended~~shares ~~September~~priced at $0.005 per share for cash proceeds of $205,000 from a private placement of common shares. _ 5,000,000 common shares for services with a value of $25,000. _ 5,000,000 common shares with a value of $62,000 to settle accounts payable of $27,237 resulting in a loss on settlement of $34,763. _ 30,000,000 ~~2024~~restricted common shares priced at $0.0117 per share to Locksmith Financial Corporation as per a settlement and release agreement entered. _ 138,522 series A preferred shares pursuant to the ~~Company~~ ~~issued:~~Anti-Dilution Clause of the SPA (Note 4) with a value of $1,385 in order to bring total series A preferred share ownership to 926,438. _ 5,000,000 common shares priced at $0.005 per share, offset by 1,655,629 shares returned to treasury pursuant to cashless option exercises with a net value of $3,344. _ 5,000,000 common shares priced at $0.005 per share, offset by 1,984,127 shares returned to treasury pursuant to cashless option exercises with a net value of $3,016.

~~− 551,974,976 common shares priced at $0.005 per share for cash proceeds of $2,759,875 from a private placement of common shares. − 50,000,000 common shares were returned to~~ During the ~~treasury~~year ~~shares~~ended ~~from~~September ~~a private placement of common shares cancelled. − 5~~30,~~000,000~~ ~~common shares for services with a value of $25~~2024,~~000.~~ ~~− 52,885 series A preferred shares pursuant to~~ the ~~Anti-Dilution~~Company Clause of the SPA (Note 4) with a value of $53 in order to bring total series A preferred share ownership to 787,916. − 45,000,000 common shares priced at $0.005 per share, offset by 10,841,192 shares returned to treasury pursuant to cashless option exercises with a net value of $34,158. − 45,000,000 common shares priced at $0.005 per share, offset by 11,713,800 shares returned to treasury pursuant to cashless warrant exercises with a net value of $33,285.issued:

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

~~On May 5, 2025, 4,000,000 common shares priced at~~Subsequent ~~$0.005 per share for cash proceeds of $20,000 from a private placement of common shares.~~Issues

13Subsequent to the period ended June 30, 2025, on July 16, 2025, the Company issued 610,000,000 warrants to purchase 610,000,000 common shares exercisable at a price of $0.005 for a period of ten years from the date of grant to directors and consultants.

~~VOIP-PAL~~Subsequent to the period ended June 30, 2025, on July 21, 2025, the Company issued 1,000,000 common shares priced at $0.~~COM~~005 ~~INC~~per share for cash proceeds of $5,000 from a private placement of common shares.

~~Notes~~On June 20, 2025, the Company entered into a securities purchase agreement with an investor whereby the investor committed to purchase 20,000,000 common shares and nine additional allotments of 20,000,000 common shares priced at $0.005 over a period of nine months for aggregate proceeds of $1,000,000. Subsequent to the ~~Interim~~period ~~Condensed~~ended ~~Consolidated~~June ~~Financial~~30, 2025, on July 25, 2025, the Company issued 20,000,000 common shares priced ~~Statements~~at $0.005 per share for cash proceeds of $100,000 pursuant to this agreement.

~~(Unaudited~~On July –8, ~~prepared~~2025, bythe ~~management)~~Company entered into a securities purchase agreement with an investor whereby the investor committed to purchase 2,000,000 common shares and eleven additional allotments of 2,000,000 common shares priced at $0.005 over a period of eleven months for aggregate proceeds of $120,000. Subsequent to the period ended June 30, 2025, on July 25, 2025, the Company issued 2,000,000 common shares priced at $0.005 per share for cash proceeds of $10,000 pursuant to this agreement.

~~(Expressed in United States Dollars)~~13

~~March 31, 2025~~VOIP-PAL.COM INC.

~~NOTE~~Notes to ~~11.~~the ~~STOCK-BASED~~Interim ~~COMPENSATION~~Condensed Consolidated Financial Statements

~~Common~~(Unaudited – ~~Share~~prepared ~~Purchase~~by ~~Warrants~~management)

~~As of March 31, 2025, there are 3,258,893,999~~ (~~September~~Expressed ~~30,~~in ~~2024~~United -States ~~2,799,028,550~~Dollars) ~~outstanding share purchase warrants to be exercised.~~

~~The following table summarizes the Company’s~~June ~~warrant~~30, ~~transactions:~~2025

~~SCHEDULE~~NOTE OF11. STOCK-BASED ~~WARRANT TRANSACTIONS~~COMPENSATION

	Number of warrants			Weighted average exercise price
Balance September 30, 2023		1,862,937,461		$	0.0019
Issued		985,091,089			0.004
Exercised		(45,000,000	)		0.005
Cancelled		(4,000,000	)		0.005
Balance September 30, 2024		2,799,028,550		$	0.0027
Issued		471,865,449			0.002
Exercised		(5,000,000	)		0.005
Cancelled		(7,000,000	)		0.005
Balance March 31, 2025		3,258,893,999		$	0.0026

Common Share Purchase Warrants

~~The~~As of ~~following~~June ~~table~~30, ~~summarizes~~2025, ~~the~~there ~~share~~are ~~purchase warrants~~3,258,893,999 ~~outstanding~~(September at30, ~~March~~2024 31- 2,799,028,550) ~~2025:~~outstanding share purchase warrants to be exercised.

~~SCHEDULE~~The following OFtable ~~PURCHASE~~summarizes ~~WARRANTS~~the ~~OUTSTANDING~~Company’s warrant transactions:

Grant Date	Warrants Outstanding		Exercise Price		Remaining Contractual Life (Years)		Number of Warrants Currently Exercisable
4/12/2021		621,470,562	$	0.001		6.04		621,470,562
5/30/2022		360,000,000		0.005		2.17		360,000,000
6/30/2023		831,466,899		0.001		8.26		831,466,899
1/12/2024		137,091,089		0.001		8.79		137,091,089
4/25/2024		203,000,000		0.005		9.07		203,000,000
6/12/2024		10,000,000		0.005		9.20		-
8/18/2024		50,000,000		0.005		9.39		50,000,000
8/18/2024		447,000,000		0.005		9.39		-
9/6/2024		45,000,000		0.005		4.44		45,000,000
9/12/2024		54,000,000		0.005		4.45		54,000,000
9/17/2024		28,000,000		0.005		4.47		28,000,000
10/09/2024		357,865,449		0.001		9.53		357,865,449
10/29/2024		3,000,000		0.005		4.58		3,000,000
11/13/2024		5,000,000		0.005		4.62		5,000,000
12/02/2024		1,000,000		0.005		4.67		1,000,000
12/20/2024		3,000,000		0.005		4.72		5,000,000
01/02/2025		6,000,000		0.005		4.76		6,000,000
01/16/2025		55,000,000		0.005		9.80		55,000,000
01/19/2025		7,000,000		0.005		9.81		7,000,000
01/27/2025		13,000,000		0.005		9.83		13,000,000
02/14/2025		21,000,000		0.005		4.88		21,000,000
		3,258,893,999	$	0.003		7.39		2,801,893,999

SCHEDULE OF STOCK WARRANT TRANSACTIONS

During the six-month period ended March 31, 2025, on February 14, 2025, the Company issued 21,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.33%, expected life of 5 years, annualized historical volatility of 143.28% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.013. During the six-month period ended March 31, 2025, share-based compensation expenses of $279,697 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

	Number of warrants			Weighted average exercise price
Balance September 30, 2023		1,862,937,461		$	0.0019
Issued		985,091,089			0.004
Exercised		(45,000,000	)		0.005
Cancelled		(4,000,000	)		0.005
Balance September 30, 2024		2,799,028,550		$	0.0027
Issued		471,865,449			0.002
Exercised		(5,000,000	)		0.005
Cancelled		(7,000,000	)		0.005
Balance June 30, 2025		3,258,893,999		$	0.0026

~~During the six-month period ended March 31, 2025,~~The onfollowing ~~January~~table ~~22,~~summarizes ~~2025,~~ the ~~Company~~share ~~issued~~purchase ~~13,000,000~~ warrants tooutstanding ~~purchase common shares~~ at aJune price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.60%30, expected life of 10 years, annualized historical volatility of 143.44% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.008. During the six-month period ended March 31, 2025, share-based compensation expenses of $105,084 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.:

~~During~~SCHEDULE ~~the~~OF ~~six-month~~PURCHASE ~~period~~WARRANTS ended March 31, 2025, on January 19, 2025, the Company issued 7,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.61%, expected life of 10 years, annualized historical volatility of 143.01% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the six-month period ended March 31, 2025, share-based compensation expenses of $52,398 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.OUTSTANDING

During the six-month period ended March 31, 2025, on January 16, 2025, the Company issued 55,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.61%, expected life of 10 years, annualized historical volatility of 143.01% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.008. During the six-month period ended March 31, 2025, share-based compensation expenses of $428,084 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

Grant Date	Warrants Outstanding		Exercise Price		Remaining Contractual Life (Years)		Number of Warrants Currently Exercisable
4/12/2021		621,470,562	$	0.001		5.79		621,470,562
5/30/2022		360,000,000		0.005		1.92		360,000,000
6/30/2023		831,466,899		0.001		8.01		831,466,899
1/12/2024		137,091,089		0.001		8.54		137,091,089
4/25/2024		203,000,000		0.005		8.82		203,000,000
6/12/2024		10,000,000		0.005		8.96		-
8/18/2024		50,000,000		0.005		9.14		50,000,000
8/18/2024		447,000,000		0.005		9.14		-
9/6/2024		45,000,000		0.005		4.19		45,000,000
9/12/2024		54,000,000		0.005		4.21		54,000,000
9/17/2024		28,000,000		0.005		4.22		28,000,000
10/09/2024		357,865,449		0.001		9.28		357,865,449
10/29/2024		3,000,000		0.005		4.33		3,000,000
11/13/2024		5,000,000		0.005		4.38		5,000,000
12/02/2024		1,000,000		0.005		4.43		1,000,000
12/20/2024		3,000,000		0.005		4.48		3,000,000
01/02/2025		6,000,000		0.005		4.51		6,000,000
01/16/2025		55,000,000		0.005		9.55		-
01/19/2025		7,000,000		0.005		9.56		-
01/22/2025		13,000,000		0.005		9.57		-
02/14/2025		21,000,000		0.005		9.63		21,000,000
		3,258,893,999	$	0.003		7.18		2,726,893,999

During the ~~six~~nine-month period ended ~~March~~June 3130, 2025, on ~~January~~February 214, 2025, the Company issued 621,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 24.9433%, expected life of 5 years, annualized historical volatility of ~~119~~110.6399% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.~~007~~013. During the ~~six~~nine-month period ended ~~March~~June 3130, 2025, share-based compensation expenses of $41279,~~155~~697 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss. On May 9, 2025, the Company amended the period of the warrants from 5 years to 10 years resulting in additional share-based compensation expenses of $12,808.

During the ~~six~~nine-month period ended ~~March~~June 3130, 2025, on ~~December~~January 2022, ~~2024~~2025, the Company issued 313,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 10 years from the date of issue to ~~its~~a ~~consultants.~~consultant ~~The following assumptions were used~~ for ~~the~~professional ~~Black-Scholes~~services ~~valuation of these warrants on grant date as follows: risk-free rate of 3~~received.~~04%,~~ ~~expected life of 5 years, annualized historical volatility of 118.43% and a dividend~~Exercisability ~~rate~~ of ~~0%. Expected volatilities are based on~~ the ~~historical~~warrants ~~volatility of the Company’s stock and other factors. The weighted-average fair value per warrant~~ is ~~$0.006.~~contingent ~~During~~on the ~~six-month~~occurrence ~~period ended March 31, 2025, share-based compensation expenses~~ of ~~$16,862~~certain ~~(2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss~~events.

14During the nine-month period ended June 30, 2025, on January 19, 2025, the Company issued 7,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to its consultants for professional services received. Exercisability of the warrants is contingent on the occurrence of certain events.

~~VOIP~~During the nine-~~PAL~~month period ended June 30, 2025, on January 16, 2025, the Company issued 55,000,000 warrants to purchase common shares at a price of $0.~~COM~~005 ~~INC~~per share for a period of 10 years from the date of issue to its consultants for professional services received. Exercisability of the warrants is contingent on the occurrence of certain events.

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

~~(Unaudited~~During the –nine-month ~~prepared~~period byended ~~management~~June 30, 2025, on December 20, 2024, the Company issued 3,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.04%, expected life of 5 years, annualized historical volatility of 118.43% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the nine-month period ended June 30, 2025, share-based compensation expenses of $16,862 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

~~(Expressed in United States Dollars)~~14

~~March 31, 2025~~VOIP-PAL.COM INC.

~~During the six-month period ended March 31, 2025,~~Notes ~~on December 2, 2024, the Company issued 1,000,000 warrants~~ to ~~purchase common shares at a price of $0.005 per share for a period of 5 years from~~ the ~~date~~Interim ofCondensed ~~issue~~Consolidated toFinancial its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 2.92%, expected life of 5 years, annualized historical volatility of 119.69% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.006. During the six-month period ended March 31, 2025, share-based compensation expenses of $5,642 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.Statements

During the six-month period ended March 31, 2025, on November 13, 2024, the Company issued 5,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.12%, expected life of 5 years, annualized historical volatility of 120.79% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the six-month period ended March 31, 2025, share-based compensation expenses of $32,558 (~~2024~~Unaudited -– ~~$nil)~~prepared ~~was~~by ~~recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.~~management)

During the six-month period ended March 31, 2025, on October 29, 2024, the Company issued 3,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.02%, expected life of 5 years, annualized historical volatility of 122.87% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.007. During the six-month period ended March 31, 2025, share-based compensation expenses of $19,649 (~~2024~~Expressed ~~- $nil) was recorded within the additional paid-~~in ~~capital~~United ~~account,~~States ~~which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.~~Dollars)

~~During the six-month period ended March 31, 2025,~~June ~~as of October 9~~30, 2024, the Company issued 357,865,449 common share purchase warrants to purchase 357,865,449 common shares of the Company at a price of $0.001 per share, to be issued to the Seller of Digifonica pursuant to the Anti-Dilution Clause of the amended SPA. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.27%, expected life of 10 years, annualized historical volatility of 126.80% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.01. During the six-month period ended March 31, 2025~~, share issuance cost of $3,577,476 (2024 - $nil) was recorded within the additional paid-in capital account.~~

~~During~~NOTE ~~the year ended September 30, 2024, on September 17, 2024, the Company issued 29,000,000 warrants to purchase common shares at a price of $0~~11.~~005~~ ~~per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black~~STOCK-~~Scholes~~BASED ~~valuation~~COMPENSATION of these warrants on grant date as follows: risk-free rate of 3.44%, expected life of 5 years, annualized historical volatility of 144.95% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company(CONT’~~s stock and other factors. The weighted-average fair value per warrant is $0.010.~~D)

During the ~~year~~nine-month period ended ~~September~~June 30, ~~2024~~2025, on ~~September 12~~December 2, 2024, the Company issued 601,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its ~~officers, employees and~~ consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 32.4792%, expected life of 5 years, annualized historical volatility of ~~145~~119.0669% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.~~010~~006. During the nine-month period ended June 30, 2025, share-based compensation expenses of $5,642 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the ~~year~~nine-month period ended ~~September~~June 30, ~~2024~~2025, on ~~September 6~~November 13, 2024, the Company issued 455,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 23.7512%, expected life of 5 years, annualized historical volatility of ~~129~~120.7179% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.~~011~~007. During the nine-month period ended June 30, 2025, share-based compensation expenses of $32,558 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the ~~year~~nine-month period ended ~~September~~June 30, ~~2024~~2025, on ~~August 18~~October 29, 2024, the Company issued 503,000,000 ~~compensation~~ warrants to purchase common shares at a price of $0.005 per share for a period of 10 5 years from the date of issue to ~~the~~its ~~CEO and Chairman of Board of the Company, as appropriate compensation for exemplary and indispensable services performed over the last three years~~consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.0602%, expected life of 105 years, annualized historical volatility of ~~131~~122.9987% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.~~016~~007. During the nine-month period ended June 30, 2025, share-based compensation expenses of $19,649 (2024 - $nil) was recorded within the additional paid-in capital account, which was included as “Professional fees and services” in the consolidated statements of loss and comprehensive loss.

During the ~~year~~nine-month period ended ~~September~~June 30, ~~2024~~2025, onas ~~August 18~~of October 9, 2024, the Company issued ~~451~~357,~~000~~865,~~000~~449 common share purchase warrants to purchase 357,865,449 common shares of the Company at a price of $0.~~005~~001 per share, ~~for~~to abe ~~period~~issued to the Seller of 10Digifonica ~~years~~pursuant ~~from~~to the Anti-Dilution Clause of the ~~date~~amended SPA. The following assumptions were used for the Black-Scholes valuation of ~~issue~~these towarrants ~~its~~on ~~directors~~grant date as follows: risk-free rate of 3.27%, ~~officers~~expected life of 10 years, ~~employees~~annualized historical volatility of 126.80% and ~~consultants~~a dividend rate of 0%. ~~Vesting~~Expected volatilities are based on the historical volatility of the ~~warrants~~Company’s isstock ~~contingent~~and onother factors. The weighted-average fair value per warrant is $0.01. During the ~~occurrence~~nine-month period ended June 30, 2025, share issuance cost of ~~certain~~$3,577,476 (2024 - $nil) was recorded within the additional ~~events~~paid-in capital account.

During the year ended September 30, 2024, on ~~June 12~~September 17, 2024, the Company issued 1029,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 105 years from the date of issue to aits ~~consultant~~consultants. The following assumptions were used for ~~professional~~the ~~services~~Black-Scholes valuation ~~received~~of these warrants on grant date as follows: risk-free rate of 3.44%, ~~Vesting~~expected life of ~~the~~5 ~~warrants~~years, isannualized ~~contingent~~historical volatility of 144.95% and a dividend rate of 0%. Expected volatilities are based on the ~~occurrence~~historical volatility of ~~certain~~the Company’s stock and other ~~events~~factors. The weighted-average fair value per warrant is $0.010.

During the year ended September 30, 2024, on ~~April~~September 2512, 2024, the Company issued ~~203~~60,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of ~~ten~~ 5 years from the date of issue to its ~~directors,~~ officers, employees and consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 43.7047%, expected life of 10 5 years, annualized historical volatility of ~~136~~145.8106% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.~~013~~010.

15During the year ended September 30, 2024, on September 6, 2024, the Company issued 45,000,000 warrants to purchase common shares at a price of $0.005 per share for a period of 5 years from the date of issue to its consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 2.75%, expected life of 5 years, annualized historical volatility of 129.71% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.011.

~~VOIP~~During the year ended September 30, 2024, on August 18, 2024, the Company issued 50,000,000 compensation warrants to purchase common shares at a price of $0.005 per share for a period of 10 years from the date of issue to the CEO and Chairman of Board of the Company, as appropriate compensation for exemplary and indispensable services performed over the last three years. The following assumptions were used for the Black-~~PAL~~Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.~~COM~~06%, ~~INC~~expected life of 10 years, annualized historical volatility of 131.99% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.016.

~~Notes to the Interim Condensed Consolidated Financial Statements~~15

~~(Unaudited – prepared by management)~~VOIP-PAL.COM INC.

~~(Expressed~~Notes to inthe ~~United~~Interim ~~States~~Condensed ~~Dollars)~~Consolidated Financial Statements

~~March~~(Unaudited – ~~31,~~prepared ~~2025~~by management)

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

~~During the year ended September 30, 2023, on~~ June 30, 2023, the Company issued 831,466,899 warrants recorded as a share issuance cost to purchase common shares at a price of $0.001 per share for a period of ten years from the date of issue to its directors, officers, employees and consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.81%, expected life of 10 years, annualized historical volatility of 143.75% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.046.2025

~~During~~NOTE ~~the year ended September 30, 2022, on May 30, 2022, the Company issued 410,000,000 warrants to purchase common shares at a price of $0~~11.~~025~~ per share for a period of five years from the date of issue to its directors, officers, employees and consultants. On April 24, 2023, 410,000,000 warrants granted on May 30, 2022, were modified to become fully vested and reSTOCK-~~priced~~BASED ~~all~~COMPENSATION such warrants from $0.025 to $0.005. The following assumptions were used for the Black-Scholes valuation of these warrants on modification date as follows: risk-free rate of 3.60%, expected life of 4.10 years, annualized historical volatility of 174.16% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company(CONT’~~s stock and other factors. The fair market value that was recorded as additional paid-in capital was $15,995,229. The weighted-average fair value per warrant is $0.039.~~D)

~~On April 23, 2023, 621,470,562 warrants issued on~~During ~~April 12, 2021 were re-priced from $0.021 to $0.005. For~~ the ~~incremental cost on these warrants modification, the following assumptions were used for the Black-Scholes valuation of warrants issued during the~~ year ended September 30, ~~2023:~~2024, ~~risk-free~~on ~~rate~~August of18, ~~4.78%~~2024, ~~expected life~~the ofCompany ~~7.99~~issued ~~years~~451,000,000 ~~annualized~~warrants ~~historical~~to ~~volatility~~purchase ofcommon ~~169.15%~~shares ~~and~~at a ~~dividend~~price ~~rate~~ of $0%.005 ~~Expected~~per ~~volatilities~~share ~~are~~for ~~based~~a onperiod ~~the historical volatility~~ of ~~the~~10 ~~Company’s~~years ~~stock~~from ~~and~~the ~~other~~date ~~factors.~~of ~~The~~issue ~~incremental~~to ~~cost~~its ~~that~~directors, ~~has~~officers, ~~been~~employees ~~recorded~~and asconsultants. ~~additional~~Vesting ~~paid-in capital from the modification~~ of ~~these~~ the warrants ~~was~~is ~~$130,000.~~contingent ~~The~~on ~~weighted-average~~the ~~fair~~occurrence ~~value~~ of ~~these~~certain ~~warrants issued was $0~~events.~~036.~~

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

InDuring the ~~order~~year toended ~~provide~~September ~~incentive~~30, ~~to directors~~2024, ~~officers~~on April 25, ~~management,~~ ~~employees~~2024, ~~consultants~~the ~~and~~Company ~~others~~issued ~~who~~203,000,000 ~~provide~~warrants ~~services~~ to ~~the~~purchase ~~Company~~common orshares ~~any~~at ~~subsidiary~~a ~~(the~~price ~~“Service Providers”)~~of to$0.005 ~~act~~per inshare ~~the~~for ~~best~~a ~~interests~~period of ~~the~~ten ~~Company,~~years ~~and~~from tothe ~~retain~~date ~~such~~of ~~Service~~issue ~~Providers,~~to ~~the~~its ~~Company~~directors, ~~has~~officers, inemployees ~~place~~and anconsultants. ~~incentive~~The ~~Stock Option~~following ~~Plan~~assumptions ~~(the~~were ~~“Plan”)~~used ~~whereby~~for the ~~Company~~Black-Scholes isvaluation ~~authorized~~of tothese ~~issue~~warrants upon togrant ~~10%~~date ofas ~~its~~follows: ~~issued~~risk-free ~~and~~rate ~~outstanding~~of ~~share~~4.70%, ~~capital~~expected ~~in options~~life toof ~~purchase~~10 ~~common~~years, ~~shares~~annualized ofhistorical ~~the~~volatility ~~Company~~of 136.81% ~~The~~and ~~maximum~~a ~~term~~dividend rate of ~~options~~0%. ~~granted~~Expected ~~under~~volatilities are based on the ~~Plan~~historical volatility ~~cannot~~of ~~exceed~~the ~~ten~~Company’s ~~years,~~stock ~~with~~and ~~vesting~~other ~~terms determined~~factors. atThe ~~the~~weighted-average ~~discretion~~fair ofvalue ~~the~~per ~~Board~~warrant ofis ~~Directors~~$0.013.

16During the year ended September 30, 2024, on January 12, 2024, the Company issued 137,091,089 warrants to purchase common shares at a price of $0.001 per share for a period of 10 years from the date of issue to the Seller of Digifonica pursuant to the Anti-Dilution Clause of the amended SPA. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 4.21%, expected life of 10 years, annualized historical volatility of 144.84% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.018. During the year ended September 30, 2024, share issuance cost of $2,431,780 was recorded within the additional paid-in capital account.

~~VOIP~~During the year ended September 30, 2023, on June 30, 2023, the Company issued 831,466,899 warrants recorded as a share issuance cost to purchase common shares at a price of $0.001 per share for a period of ten years from the date of issue to its directors, officers, employees and consultants. The following assumptions were used for the Black-~~PAL~~Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.~~COM~~81%, ~~INC~~expected life of 10 years, annualized historical volatility of 143.75% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.046.

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

~~(Unaudited~~On April –23, ~~prepared~~2023, by621,470,562 ~~management)~~warrants issued on April 12, 2021 were re-priced from $0.021 to $0.005. For the incremental cost on these warrants modification, the following assumptions were used for the Black-Scholes valuation of warrants issued during the year ended September 30, 2023: risk-free rate of 4.78%, expected life of 7.99 years, annualized historical volatility of 169.15% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The incremental cost that has been recorded as additional paid-in capital from the modification of these warrants was $130,000. The weighted-average fair value of these warrants issued was $0.036.

~~(Expressed~~Common Share inPurchase ~~United States Dollars)~~Options

~~March~~In order 31to provide incentive to directors, ~~2025~~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 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.

~~NOTE 11. STOCK-BASED COMPENSATION (CONT’D)~~16

~~Common Share Purchase Options (cont’d)~~VOIP-PAL.COM INC.

~~The~~Notes to ~~following~~the ~~table~~Interim ~~summarizes~~Condensed ~~the~~Consolidated ~~Company’s stock~~Financial ~~option transactions:~~Statements

~~SCHEDULE~~(Unaudited – OFprepared ~~STOCK~~by ~~OPTIONS TRANSACTIONS~~management)

	Number of options			Weighted average exercise price ($)
Balance September 30, 2022		182,000,000		$	0.024
Granted		75,000,000			0.005
Exercised		(32,500,000	)		0.005
Cancelled / Expired		(15,000,000	)		0.010
Balance September 30, 2023		209,500,000		$	0.005
Granted		115,000,000			0.005
Exercised		(45,000,000	)		0.005
Balance September 30, 2024		279,500,000		$	0.005
Granted		-			-
Exercised		(5,000,000	)		0.005
Balance March 31, 2025		274,500,000		$	0.005

(Expressed in United States Dollars)

~~The following table summarizes the stock options outstanding~~June ~~at March 31~~30, 2025:

~~SCHEDULE~~NOTE OF11. STOCK-BASED ~~OPTIONS~~COMPENSATION ~~OUTSTANDING~~(CONT’D)

Options Outstanding		Exercise Price		Remaining Contractual Life (Years)		Number of Options Currently Exercisable
	40,000,000	$	0.005		1.06		40,000,000
	64,500,000		0.005		2.16		64,500,000
	65,000,000		0.005		3.17		65,000,000
	105,000,000		0.005		3.79		105,000,000
	274,500,000	$	0.005		2.86		274,500,000

Common Share Purchase Options (cont’d)

~~During the six-month period ended March 31, 2025,~~The nofollowing ~~options~~table insummarizes the ~~capital~~Company’s stock ofoption ~~the Company were issued, and 5,000,000 options were exercised (Note 11).~~transactions:

~~During~~SCHEDULE ~~the~~OF ~~year~~STOCK ~~ended~~OPTIONS ~~September 30, 2024, the Company:~~TRANSACTIONS

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

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

~~During~~The following table summarizes the ~~year~~stock ~~ended~~options ~~September~~outstanding at June 30, ~~2023, the Company~~2025:

-SCHEDULE onOF ~~April~~STOCK ~~24,~~OPTIONS ~~2023, re-priced all its previously issued outstanding options to be exercisable at $0.005 per share; and~~OUTSTANDING

- on May 31, 2023, 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.

Options Outstanding		Exercise Price		Remaining Contractual Life (Years)		Number of Options Currently Exercisable
	40,000,000	$	0.005		0.81		40,000,000
	64,500,000		0.005		1.92		64,500,000
	65,000,000		0.005		2.92		65,000,000
	105,000,000		0.005		3.54		105,000,000
	274,500,000	$	0.005		2.61		274,500,000

During the ~~year~~nine-month period ended ~~September~~June 30, ~~2023~~2025, onno ~~May 31, 2023, the Company granted 75,000,000~~ options toin ~~purchase 75,000,000 common shares at a price of $0.005 to its consultants and advisors. The options are exercisable for a period of five years from~~ the ~~date~~capital ofstock ~~grant, with 68,500,000 options vesting on the date~~ of the ~~option grant,~~Company ~~3,500,000~~were ~~options vesting on May 31~~issued, ~~2024,~~ and 35,000,000 options ~~vesting on May 31, 2025. The vesting period was amended on June 1, 2024 that all options~~ were ~~vested on grant date~~exercised. The following assumptions were used for the Black-Scholes valuation of stock options on grant date as follows: risk-free rate of 3.74%, expected life of 5 years, annualized historical volatility of 148.52% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors.

During the year ended September 30, ~~2022~~2024, ~~on May 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. The options are exercisable for a period of five years from the date of grant, with the first 50% vesting on the date of the option grant and the remaining 50% vesting on May 30, 2023. On April 24, 2023, the stock options issued on May 30, 2022 were re-priced from $0.025 to $0.005. For the incremental cost on the option modification, the following assumptions were used for the Black-Scholes valuation: risk-free rate of 3.60%, expected life of 4.1 years, annualized historical volatility of 174.16% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The incremental cost that has been recorded as additional paid-in capital from the modification of these options was $105,571.

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

~~VOIP-PAL.COM INC.~~17

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

~~(Unaudited~~Notes to –the ~~prepared~~Interim byCondensed ~~management)~~Consolidated Financial Statements

(~~Expressed~~Unaudited – inprepared ~~United~~by ~~States Dollars~~management)

~~March~~(Expressed in ~~31,~~United ~~2025~~States Dollars)

~~NOTE~~June 30, ~~11. STOCK-BASED COMPENSATION (CONT’D)~~2025

~~Common~~NOTE ~~Share~~11. ~~Purchase~~STOCK-BASED ~~Options~~COMPENSATION (~~cont~~CONT’dD)

~~During the year ended September 30, 2021, on April~~Preferred 23, 2021, the Company granted 90,000,000 options to purchase 90,000,000 common shares at a price of $0.025 to its directors, officers, employees, consultants and advisors. The options are exercisable for a period of five years from the date of grant and are all now fully vested. On April 24, 2023, the stock options issued on April 23, 2021 were re-priced from $0.025 to $0.005. For the incremental cost on the option modification, the following assumptions were used for the Black-Scholes valuation: risk-free rate of 3.84%, expected life of 3 years, annualized historical volatility of 169.15% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors.Share

During the ~~year~~nine-month period ended ~~September~~June 30, ~~2023~~2025, 15138,~~000,000 stock~~522 ~~options~~series ~~were~~A ~~replaced.~~preferred ~~For~~shares ~~the~~were ~~incremental~~issued ~~cost~~pursuant onto the ~~option~~Anti-Dilution ~~replacement,~~Clause of the SPA ~~following~~(Note ~~assumptions~~4) ~~were~~with ~~used~~a ~~for~~value ~~the Black-Scholes valuation: risk-free rate~~ of ~~3.74%~~$1,385 ~~expected~~in ~~life~~order ofto 5bring ~~years,~~total ~~annualized~~series ~~historical~~A ~~volatility~~preferred ofshare ~~148.52%~~ownership ~~and~~to a926,438. ~~dividend~~During ~~rate~~the ofnine-month ~~0%. Expected~~period ~~volatilities~~ended ~~are~~June ~~based~~30, on2025, ~~the~~share ~~historical~~issued ~~volatility~~cost of ~~the~~$nil ~~Company’s~~was ~~stock~~charged ~~and~~against ~~other~~income ~~factors~~from preferred shares issued.

~~Preferred~~During the ~~Share~~year ended September 30, 2024, 52,885 series A preferred shares were issued pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $529 in order to bring total series A preferred share ownership to 787,916. During the year ended September 30, 2024, share issued cost of $476 was charged against income from preferred shares issued.

During the ~~six~~nine-month period ended ~~March~~June 3130, 2025, ~~138,522~~ ~~series~~total ~~A preferred shares were issued pursuant to the Anti~~stock-~~Dilution~~based ~~Clause~~compensation cost of ~~the~~$408,371 ~~SPA~~ (~~Note~~2024 - $4,827,683) ~~with~~was acharged ~~value~~against ~~of $1,385 in order~~income tofrom ~~bring~~all ~~total~~options ~~series~~issued Aand ~~preferred share ownership to 926~~vested,~~438.~~ ~~During~~including the ~~six-month~~incremental ~~period ended March 31, 2025, share issued~~ cost ofresulting ~~$nil was charged against income~~ from ~~preferred~~the ~~shares~~option ~~issued~~modifications.

~~During~~As at ~~the~~June ~~year ended September~~ 30, ~~2024~~2025, ~~52,885~~the ~~series A~~aggregate ~~preferred~~intrinsic ~~shares~~value ~~were~~of ~~issued pursuant to~~ the ~~Anti-Dilution~~Company’s ~~Clause~~stock ofoptions ~~the~~is ~~SPA~~$1,592,100 (~~Note~~September 4)30, ~~with~~2024 a- ~~value of~~ $~~529~~1,173,900), and inthe ~~order to bring~~ total ~~series A~~intrinsic ~~preferred~~value ~~share~~of ~~ownership~~options toexercised ~~787,916.~~during ~~During~~ the ~~year~~period ended ~~September~~June 30, ~~2024,~~2025 ~~share~~was ~~issued cost of~~ $~~476~~29,000 ~~was~~(September ~~charged~~30, ~~against~~2024 ~~income from~~- ~~preferred shares issued~~$189,000).

~~During~~NOTE ~~the~~12. ~~year~~CONTINGENT ~~ended September 30, 2023, 138,420 preferred shares issued pursuant to the Anti-Dilution Clause of the SPA with a value of $138 which is recorded as stock-based compensation.~~LIABILITIES

~~During the six-month period ended March 31, 2025,~~Patent total stock-based compensation cost of $954,164 (2024 - $2,082,140) was charged against income from all options issued and vested, including the incremental cost resulting from the option modifications.Litigation

~~As at March 31, 2025, the aggregate intrinsic value~~The ~~of the~~ Company’s ~~stock options~~ is ~~$1,592,100~~party ~~(September~~to ~~30,~~patent ~~2024~~and patent-related ~~$1,173,900),~~litigation ~~and~~cases ~~the~~as ~~total intrinsic value of options exercised during the period ended March 31, 2025 was $29,000 (September 30, 2024 - $189,000).~~follows:

~~NOTE~~i. 12VoIP-Pal.com ~~CONTINGENT~~Inc. ~~LIABILITIES~~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 ~~Litigation~~No. 10,218,606. On June 30, 2025, the parties filed a joint motion to dismiss all claims with prejudice. The motion and the case are pending.

~~The~~ii. ~~Company~~VoIP-Pal.com, isInc. ~~party~~v. toVerizon ~~patent and~~Comms., ~~patent~~Inc. et al. Case No. 6-~~related~~21-cv-672 ~~litigation~~in ~~cases~~the asU.S. ~~follows:~~District Court, Western District of Texas

i.On September ~~VoIP-Pal.com~~25, ~~Inc.~~2021, v.the ~~Amazon~~Company filed a lawsuit in the U.~~com~~S. District Court, ~~Inc~~Western District of Texas, against Verizon and related entities alleging infringement of U.S. etPatent alNos. ~~Case~~8,630,234 Noand 10,880,721. 6On July 29, 2024, the Court issued an order granting T-20Mobile’s motion for summary judgment of non-~~cv-00272~~infringement. inOn August 15, 2024, the UCourt entered final judgment of non-infringement.S On August 29, 2024, Verizon filed a motion for attorneys’ fees. ~~District~~On ~~Court~~September 19, ~~Western~~Verizon ~~District~~filed a motion for entry of ~~Texas~~bill of costs. On February 26, 2025, the Court denied VoIP-Pal’s motion for reconsideration of the final judgment. The case is closed but the motions for attorneys’ fees and costs remain pending.

Iniii. ~~April 2020~~VoIP-Pal.com, ~~the~~Inc. ~~Company~~v. ~~filed~~T-Mobile ~~a lawsuit in the United States District Court~~US, ~~Western District of Texas, against Amazon.com,~~ Inc. ~~and~~et ~~certain~~al. ~~related~~Case ~~entities,~~No. ~~alleging~~6-21-cv-674 ~~infringement of~~in the U.S. ~~Patent~~District ~~No. 10~~Court,~~218,606.~~ ~~The~~Western ~~case~~District isof ~~pending.~~Texas

~~ii.~~On September ~~VoIP-Pal.com~~25, ~~Inc.~~2021, v.the ~~Verizon~~Company ~~Comms~~filed a lawsuit in the U.S. District Court, ~~Inc~~Western District of Texas, against T-Mobile and related entities alleging infringement of U.S. etPatent alNos. ~~Case~~8,630,234 Noand 10,880,721. 6On July 29, 2024, the Court issued an order granting T-21Mobile’s motion for summary judgment of non-~~cv-672~~infringement. inOn August 15, 2024, the UCourt entered final judgment of non-infringement.S On September 12, 2024, T-Mobile filed a motion for attorneys’ fees and entry of bill of costs. ~~District~~On ~~Court~~February 26, ~~Western~~2025, ~~District~~the Court denied VoIP-Pal’s motion for reconsideration of ~~Texas~~the final judgment. The case is closed but the motions for attorneys’ fees and costs remain pending.

~~On September 25, 2021, the Company filed a lawsuit in the U~~iv.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 TVoIP-~~Mobile’s motion for summary judgment of non-infringement~~Pal. ~~On August 15~~com, ~~2024, the Court entered final judgment of non-infringement~~Inc. ~~On August 29, 2024, Verizon filed a motion for attorneys’ fees~~v. ~~On September 19,~~ Verizon ~~filed a motion for entry of bill of costs. On February 26~~Communications, ~~2025, the Court denied VoIP-Pal’s motion for reconsideration of the final judgment~~Inc. ~~The case is closed but the motions for attorneys’ fees and costs remain pending.~~25-1602-IH

~~iii.~~On March ~~VoIP-Pal.com~~26, ~~Inc.~~2025, v.the ~~T-Mobile~~Company ~~US,~~filed ~~Inc.~~a etNotice ~~al.~~of Appeal to the Federal Circuit in Case No. 6-21-cv-~~674~~672. inOn ~~the~~April ~~U.S.~~28, ~~District~~2025, the Court, ~~Western~~consolidated the ~~District~~appeal ofwith ~~Texas~~appeal No. 25-1603. The appeal is pending.

~~On September 25, 2021, the Company filed a lawsuit in the U~~v.S. ~~District Court, Western District of Texas, against T~~VoIP-~~Mobile and related entities alleging infringement of U~~Pal.S.com, ~~Patent Nos~~Inc. ~~8,630,234 and 10,880,721~~v. ~~On July 29, 2024, the Court issued an order granting~~ T-Mobile’s ~~motion for summary judgment of non-infringement. On August 15~~USA, ~~2024, the Court entered final judgment of non-infringement~~Inc. ~~On September 12, 2024, T~~25-~~Mobile filed a motion for attorneys’ fees and entry of bill of costs. On February 26, 2025, the Court denied VoIP~~1603-~~Pal’s motion for reconsideration of the final judgment. The case is closed but the motions for attorneys’ fees and costs remain pending.~~IH

~~iv.~~On March ~~VoIP-Pal.com~~26, ~~Inc~~2025, the Company filed a Notice of Appeal to the Federal Circuit in Case No. v6-21-cv-674. ~~Verizon~~On ~~Communications~~April 28, ~~Inc~~2025, the Court consolidated the appeal with appeal No. 25-1602~~-IH~~. The appeal is pending.

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. The appeal is pending.18

~~v. VoIP~~VOIP-~~Pal~~PAL.~~com, Inc~~COM INC. ~~v. T-Mobile USA, Inc. 25-1603-IH~~

~~On March 26, 2025, the Company filed a Notice~~Notes ~~of Appeal~~ to the ~~Federal~~Interim ~~Circuit~~Condensed inConsolidated ~~Case~~Financial ~~No. 6-21-cv-674. On April 28, 2025, the Court consolidated the appeal with appeal No. 25-1602. The appeal is pending.~~Statements

18(Unaudited – prepared by management)

~~VOIP-PAL.COM~~(Expressed in ~~INC.~~United States Dollars)

~~Notes to the Interim Condensed Consolidated Financial~~June ~~Statements~~30, 2025

~~(Unaudited~~NOTE –12. ~~prepared~~CONTINGENT byLIABILITIES ~~management~~(CONT’D)

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

~~March~~The Company ~~31,~~is ~~2025~~party to non-patent litigation cases as follows:

~~NOTE~~Locksmith Financial 12Corporation, Inc. ~~CONTINGENT~~et ~~LIABILITIES~~al. (~~CONT’D~~Plaintiff(s)) v VoIP-Pal.com Inc. et al (Defendant(s)) (Case No A-20-807745-C) filed in Clark County District Court.

~~Non~~On January 1, 2020, the Plaintiffs filed suit in Nevada District Court claiming that they were owed 95,832,000 Voip-~~Patent~~Pal ~~Litigation~~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.

~~The~~During the ~~Company~~year isended ~~party~~September to30, ~~non~~2022, the Court entered a judgment in favor of VoIP-~~patent~~Pal.com ~~litigation~~Inc. ~~cases~~and co-defendants, dismissing the 2020 ascase. ~~follows:~~The Plaintiffs filed an appeal with the Nevada Supreme Court.

~~Locksmith~~During the ~~Financial~~year ~~Corporation~~ended September 30, ~~Inc.~~2023, etfollowing ~~al.~~a ~~(Plaintiff(~~hearing of the appeal, the Nevada Supreme Court ruled to reverse the lower court’s)) vjudgment ~~VoIP-Pal.com~~and ~~Inc.~~remanded etthe alcase ~~(Defendant(s))~~back ~~(Case~~to Nothe Alower court for further proceedings. The Defendants (Voip-~~20-807745-C~~Pal et al) filed ina ~~Clark~~motion ~~County~~to ~~District~~the Supreme Court for reconsideration, however that motion was denied, and a trial date was set for November 28, 2023.

~~On January 1, 2020,~~ During the ~~Plaintiffs~~year ~~filed~~ended ~~suit~~September in30, ~~Nevada District~~2024, ~~Court~~on ~~claiming~~November ~~that~~30, ~~they were owed 95~~2023,~~832,000~~ ~~Voip-Pal~~after ~~common shares from a previous case involving~~ the ~~Plaintiff~~completion ~~and~~of ~~the Defendant that had been through a jury~~ trial ~~in 2019~~, ~~in which~~ the ~~jury~~Eighth ~~had~~Judicial ~~made~~District anCourt ~~award~~for to the ~~Plaintiff~~State of ~~that~~Nevada ~~was~~rendered ~~monetary~~its ~~only,~~decision ~~and~~in ~~did~~favor ~~not~~of ~~include said shares~~ VoIP-Pal ~~following~~upon ~~the~~all ~~jury’s~~claims ~~decision~~ in the ~~2019 trial~~case, ~~the~~ruling ~~Plaintiff~~that ~~accepted~~ the ~~award~~Plaintiffs ~~and~~had ~~waived~~not met their ~~right to appeal.~~burden ~~Voip-Pal~~of ~~vigorously~~proof ~~disputed~~with ~~the~~respect ~~Plaintiff’s~~to ~~2020~~any ~~claims on the basis~~ of ~~claim~~its ~~preclusion~~claims ~~(the~~against ~~2020~~VoIP-Pal ~~claims~~et ~~were~~al, ~~addressed~~awarding inno ~~the previous~~damages ~~action~~to inLocksmith ~~2019~~ and ~~are~~specifically ~~now~~ruling ~~precluded);~~ that ~~Plaintiffs’~~Locksmith take ~~claims~~nothing ~~are~~as ~~untimely,~~a ~~and~~result ~~that~~of the ~~Plaintiffs no longer have standing to bring their claims~~litigation.

During the year ended September 30, ~~2022~~2024, on August 20, 2024, and then amended on September 10, 2024, the ~~Court entered~~Company reached a ~~judgment~~settlement inand ~~favor~~release agreement ofwith ~~VoIP-Pal~~the Plaintiff.~~com~~ ~~Inc~~Pursuant to the settlement and ~~co-defendants~~release agreement, ~~dismissing~~the Company agreed to issue 30,000,000 restricted common shares of the ~~2020~~Company, ~~case.~~with ~~The~~a ~~Plaintiffs~~value ~~filed~~of an$351,000, and in consideration of the agreement, the Plaintiff shall file a voluntary dismissal of its appeal ~~with~~immediately upon delivery of the ~~Nevada~~certificates. On October 1, 2024, a share certificate of 30,000,000 restricted common ~~Supreme~~shares ~~Court~~was issued to the Plaintiff.

~~During the year ended September 30, 2023, following~~Performance aBonus 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.Payable

~~During~~In 2016, the ~~year~~board ~~ended~~of ~~September~~directors ~~30,~~authorized ~~2024,~~the onCompany ~~November 30,~~to ~~2023,~~provide ~~after~~a performance bonus (the ~~completion~~“Performance Bonus”) of ~~trial,~~up to 3% of the ~~Eighth~~capital ~~Judicial~~stock ~~District~~of ~~Court~~the ~~for~~Company by way of the ~~State~~issuance of ~~Nevada~~Common ~~rendered~~shares from its ~~decision~~treasury into ~~favor~~an as yet undetermined group of related ~~VoIP~~and non-~~Pal~~related parties upon ~~all~~the ~~claims~~occurrence inof ~~the~~a ~~case~~bonusable event, ~~ruling~~defined ~~that~~as the ~~Plaintiffs~~successful ~~had~~completion ~~not~~of ~~met~~a ~~their~~sale ~~burden~~ of ~~proof~~the ~~with~~Company ~~respect~~or substantially all its assets, or a major licensing transaction. In order to ~~any~~provide ofmaximum ~~its~~flexibility ~~claims~~to ~~against~~the Company with respect to determining ~~VoIP-Pal~~the etlevel alof Performance Bonus payable, ~~awarding~~and nowho ~~damages~~may qualify to ~~Locksmith~~receive ~~and~~a ~~specifically~~pro-rata ~~ruling~~share ~~that~~of ~~Locksmith~~such ~~take~~a ~~nothing~~Performance asBonus, athe ~~result~~Company ofauthorized full discretion to the ~~litigation~~Board in making such determinations.

~~During~~In 2019, the ~~year~~board ~~ended~~of ~~September~~directors ~~30,~~authorized ~~2024,~~the onincrease ~~August 20,~~of ~~2024,~~the ~~and~~Performance ~~then~~Bonus ~~amended~~to onup ~~September~~to 10,% ~~2024,~~of the ~~Company~~capital ~~reached~~stock aof ~~settlement~~the ~~and~~Company. ~~release~~Concurrently, the ~~agreement~~directors ~~with~~authorized ~~the Plaintiff~~66.67% ~~Pursuant to~~of the ~~settlement~~Performance ~~and~~Bonus ~~release~~to ~~agreement,~~be ~~the~~issued ~~Company~~in ~~agreed~~an toadvance ~~issue~~payment 30of an aggregate 127,000,000 ~~restricted~~ common shares (“Bonus Shares”) to a group of ~~the~~related ~~Company~~and non-related parties, ~~with~~which aincluded ~~value~~ members of ~~$351~~management,~~000,~~ a director and inseveral consultants. ~~consideration~~30,000,000 of the ~~agreement,~~Bonus ~~the~~Shares ~~Plaintiff~~are ~~shall~~restricted ~~file~~from atrading ~~voluntary~~under ~~dismissal~~Rule of144 ~~its~~and ~~appeal~~subject ~~immediately~~to ~~upon~~a ~~delivery~~voluntary lock-up agreement under ofwhich ~~the~~they ~~certificates.~~cannot Onbe ~~October~~traded, 1pledged, ~~2024~~hypothecated, atransferred ~~share~~or ~~certificate~~sold ofby ~~30,000,000~~the ~~restricted~~holder ~~common~~until ~~shares~~such ~~was~~time ~~issued~~as tothe Company has met the ~~Plaintiff~~requirements of the bonusable event as described above.

As at June 30, 2025 and September 30, 2024, no bonusable event had occurred and there was no Performance Bonus ~~Payable~~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.19

InItem ~~2019, the board of directors authorized the increase of the Performance Bonus to up to 10% of the capital stock of the Company~~2. ~~Concurrently,~~Management’s ~~the~~Discussion ~~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~~Analysis ~~parties, which included members~~ of ~~management,~~Financial aCondition ~~director~~ and ~~several~~Results ~~consultants. 30,000,000~~ of the Bonus Shares are restricted from trading under Rule 144 and subject to a voluntary lock-up agreement under which they cannot be traded, pledged, hypothecated, transferred or sold by the holder until such time as the Company has met the requirements of the bonusable event as described above.Operations

AsManagement’s Discussion ~~at March 31, 2025~~ and ~~September~~Analysis ~~30,~~of ~~2024,~~Financial noCondition ~~bonusable event had occurred~~ and ~~there~~Results ~~was~~of ~~no Performance Bonus payable.~~Operations

19The following management’s discussion and analysis (MD&A) should be read in conjunction with our interim condensed consolidated financial statements for the nine months ended June 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.

~~Item~~CAUTIONARY STATEMENT 2.REGARDING ~~Management’s~~FORWARD-LOOKING ~~Discussion and Analysis of Financial Condition and Results of Operations~~INFORMATION

~~Management’s~~This ~~Discussion~~MD&A ~~and~~for ~~Analysis~~the period ending June 30, 2025 contains forward-looking statements within the meaning of ~~Financial~~Section ~~Condition~~27A of the Securities Act of 1933, as amending, and ~~Results~~Section 21E of ~~Operations~~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 ~~management’s~~information ~~discussion~~represent ~~and~~estimates ~~analysis~~of future ~~(MD&A)~~events ~~should~~and beare ~~read~~subject into ~~conjunction~~uncertainty ~~with~~as ~~our~~to ~~interim~~possible ~~condensed~~changes ~~consolidated~~in ~~financial~~economic, ~~statements~~legislative, ~~for~~industry, ~~the~~and ~~six~~other ~~months~~circumstances. ~~ended~~As ~~March~~a 31result, ~~2025~~the identification and ~~notes~~interpretation ~~thereto~~of ~~appearing~~data ~~elsewhere~~and other information and their use in ~~this~~developing ~~report~~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, ~~our~~accordingly, ~~audited~~no ~~consolidated~~opinion ~~financial~~is expressed on the achievability of those forward-looking statements. No ~~for~~assurance can be given that any of the ~~year~~assumptions ~~ended~~relating ~~September~~to the forward-looking statements specified in the following information 30are accurate, ~~2024~~ and ~~notes~~we ~~thereto~~assume no obligation to update any such forward-looking statements.

~~CAUTIONARY~~CORPORATE HISTORY, ~~STATEMENT~~OVERVIEW ~~REGARDING~~AND ~~FORWARD-LOOKING INFORMATION~~PRINCIPAL BUSINESS

~~This~~VoIP-PAL.com Inc. ~~MD&A for~~ (the ~~period~~“Company”) ~~ending~~was ~~March~~incorporated ~~31,~~in ~~2025 contains forward-looking statements within~~ the ~~meaning~~state of ~~Section~~Nevada ~~27A~~in ofSeptember ~~the~~1997 ~~Securities~~as ~~Act~~All ofAmerican ~~1933,~~Casting ~~as amending~~International, Inc. and ~~Section~~changed ~~21E~~its ofname ~~the Securities~~to ~~Exchange~~VOIP ~~Act~~MDI.com ofin ~~1934,~~2004 asand ~~amending.~~subsequently ~~Forward~~to Voip-~~looking~~Pal.Com ~~statements~~Inc. ~~may~~in be2006. ~~identified~~Since byMarch 2004, the ~~use~~Company ofhas ~~forward-looking~~been ~~terminology,~~in ~~such~~the asdevelopment ~~“may”,~~stage ~~“shall”,~~of ~~“could”,~~becoming ~~“expect”,~~a ~~“estimate”,~~Voice-over-Internet ~~“anticipate”, “predict”,~~Protocol (“~~probable~~VoIP”,) ~~“possible”~~re-seller, ~~“should”,~~a ~~“continue”,~~provider ~~or similar terms, variations~~ of ~~those~~a ~~terms~~proprietary ortransactional billing ~~the~~platform ~~negative~~tailored ofto ~~those terms. The forward-looking statements specified in~~ the ~~following~~points ~~information~~and ~~have~~air ~~been compiled~~mile bybusiness, ~~our management based on assumptions made by management~~ and ~~are~~a ~~considered~~provider byof ~~management~~anti-virus toapplications befor ~~reasonable~~smartphones. ~~Our~~All ~~future operating~~business ~~results,~~activities ~~however,~~prior ~~are impossible~~ to ~~predict~~March ~~and~~2004 nohave ~~representation,~~been ~~guaranty,~~abandoned orand ~~warranty~~written isoff to ~~be inferred from those forward-looking statements~~deficit.

~~The~~In 2013, ~~assumptions used for purposes of~~ the ~~forward-looking statements~~Company ~~specified~~acquired inDigifonica ~~the~~International ~~following~~(DIL) ~~information~~Limited ~~represent~~(“Digifonica”), ~~estimates~~to offund ~~future events~~ and ~~are~~co-develop ~~subject~~Digifonica’s patent tosuite. ~~uncertainty~~Digifonica ashad tobeen ~~possible~~founded ~~changes~~ in ~~economic,~~2003 ~~legislative,~~with ~~industry,~~the ~~and~~vision ~~other~~that ~~circumstances.~~the Asinternet awould ~~result,~~be the ~~identification~~future ~~and interpretation~~ of ~~data~~all ~~and~~forms ~~other~~of ~~information~~telecommunications ~~and~~- ~~their~~a ~~use~~team inof ~~developing~~twenty ~~and~~top ~~selecting~~engineers ~~assumptions~~with ~~from~~expertise in Linux and ~~among~~Internet ~~reasonable~~telephony ~~alternatives~~developed ~~require~~and ~~the~~wrote ~~exercise~~a ofsoftware ~~judgment.~~suite Towith ~~the~~applications ~~extent~~ that ~~the~~provided ~~assumed~~solutions ~~events~~for doseveral ~~not~~core ~~occur,~~areas ~~the~~of ~~outcome~~internet ~~may~~connectivity. ~~vary~~In ~~substantially~~order ~~from~~to ~~anticipated~~properly ortest ~~projected~~the ~~results~~applications, ~~and,~~Digifonica ~~accordingly,~~built noand ~~opinion~~operated isthree ~~expressed~~production onnodes ~~the~~in ~~achievability~~Vancouver, ofCanada ~~those~~(Peer ~~forward-looking~~1), ~~statements.~~London, NoUK ~~assurance~~(Teliasonera), ~~can~~and beDenmark. ~~given~~Upon ~~that~~successfully ~~any of~~ developing the ~~assumptions relating~~technology, toDigifonica ~~the~~filed ~~forward-looking~~for ~~statements~~patents ~~specified~~with in the ~~following~~United ~~information~~States ~~are~~Patent ~~accurate,~~ and weTrademark ~~assume~~Office ~~no obligation to update any such forward-looking statements~~(“USPTO”).

~~CORPORATE~~The Digifonica ~~HISTORY~~patents formed the basis for the Company’s current intellectual property, ~~OVERVIEW~~now ~~AND~~a ~~PRINCIPAL~~worldwide ~~BUSINESS~~portfolio of twenty-seven issued and pending patents primarily designed for the broadband VoIP market.

~~VoIP-PAL.com Inc. (the “~~The Company”)’s ~~was incorporated~~intellectual inproperty ~~the~~value ~~state~~is ofderived ~~Nevada~~from inits ~~September~~issued ~~1997~~and aspending ~~All American Casting International, Inc~~patents. ~~and~~The ~~changed~~inventions ~~its~~described ~~name~~in tothese ~~VOIP MDI.com~~patents, inamong ~~2004~~other ~~and~~things, ~~subsequently~~provide tothe ~~Voip-Pal.Com~~means ~~Inc.~~to inintegrate ~~2006.~~VoIP ~~Since~~services ~~March~~with ~~2004,~~legacy ~~the~~telecommunications ~~Company~~systems ~~has~~such ~~been~~as in the ~~development~~public ~~stage~~switched ~~of becoming a Voice-over-Internet~~telephone ~~Protocol~~network (~~“VoIP”~~PSTN) ~~re-seller,~~to acreate ~~provider of~~ a ~~proprietary~~seamless ~~transactional~~service ~~billing~~using ~~platform~~either ~~tailored~~legacy totelephone ~~the~~numbers ~~points~~or ~~and~~IP ~~air mile business~~addresses, and aenhance ~~provider~~the ofperformance ~~anti-virus applications for smartphones. All business activities prior to March 2004 have been abandoned~~ and value ~~written~~of ~~off~~VoIP toimplementations ~~deficit~~worldwide.

~~In 2013, the Company acquired Digifonica International~~VoIP ~~(DIL)~~has ~~Limited~~been ~~(“Digifonica”), to fund~~ and ~~co-develop~~continues ~~Digifonica’s~~to ~~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~~green offield ~~twenty~~for ~~top~~innovation ~~engineers~~that ~~with~~has ~~expertise in~~spawned ~~Linux~~numerous ~~and~~inventions, ~~Internet~~greatly ~~telephony~~benefiting ~~developed~~consumers ~~and~~large ~~wrote a software suite with applications that provided solutions for several core areas~~and ofsmall ~~internet~~across ~~connectivity~~the globe. InVoIP ~~order~~is toused ~~properly~~in ~~test~~many ~~the~~places ~~applications, Digifonica built~~ and ~~operated~~by ~~three~~every ~~production~~modern ~~nodes~~telephony insystem ~~Vancouver~~vendor, ~~Canada~~ ~~(Peer~~network 1)supplier, ~~London, UK (Teliasonera),~~ and ~~Denmark.~~retail ~~Upon successfully developing the technology, Digifonica filed for patents with the United States Patent~~ and ~~Trademark Office (“USPTO”)~~wholesale carrier.

~~The Digifonica patents formed the basis for the Company’s~~Results ~~current intellectual property, now a worldwide portfolio~~ of ~~twenty-seven issued and pending patents primarily designed for the broadband VoIP market.~~Operations

The Company’s ~~intellectual~~operating ~~property~~costs ~~value~~consist ~~is derived~~of ~~from~~expenses ~~its~~incurred ~~issued~~to ~~and~~monetizing, ~~pending~~selling ~~patents.~~and ~~The~~licensing ~~inventions~~its ~~described~~VoIP ~~in these~~ patents,. ~~among~~Other ~~other~~operating ~~things, provide the means to integrate~~costs ~~VoIP~~include ~~services~~expenses ~~with~~for ~~legacy~~legal, ~~telecommunications~~accounting ~~systems~~and ~~such~~other asprofessional ~~the~~fees, ~~public~~financing ~~switched telephone network (PSTN) to create a seamless service using either legacy telephone numbers or IP addresses~~costs, and ~~enhance~~other ~~the~~general ~~performance~~ and ~~value~~administrative ~~of VoIP implementations worldwide~~expenses.

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.20

~~Results~~ Comparison of ~~Operations~~the Three Months Ending June 30, 2025 and 2024

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.

	Three months ending June 30					Increase/
	2025		2024			(Decrease)			Percent
General and administrative expenses	$	188,187	$	(3,601,065	)	$	(3,789,252	)		-105	%
Amortization & depreciation		-		(564	)		(564	)		-100	%
Net income (loss)	$	188,187	$	(3,601,629	)	$	(3,789,816	)		-105	%

20Comparison of the Nine Months Ending June 30, 2025 and 2024

Comparison of the Three Months Ending March 31, 2025 and 2024

	Nine months ending June 30						Increase/
	2025			2024			(Decrease)			Percent
General and administrative expenses	$	(1,688,116	)	$	(6,858,358	)	$	(5,170,242	)		-75	%
Amortization & depreciation		-			(70,794	)		(70,794	)		-100	%
Gain on debt settlement		-			250,000			250,000			100	%
Loss on settlement of AP		(34,763	)		-			(34,763	)		-100	%
Impairment on intangible assets		-			(157,450	)		157,450			100	%
Net loss	$	(1,722,879	)	$	(6,836,602	)	$	(5,113,723	)		-75	%

	Three months ending March 31						Increase/
	2025			2024			(Decrease)			Percent
General and administrative expenses	$	(1,364,563	)	$	(2,723,539	)	$	(1,358,976	)		50	%
Amortization & depreciation		-			(35,115	)		(35,115	)		100	%
Recovery of expenses previously paid		-			250,000			250,000			100	%
Loss on settlement of AP		(34,763	)		-			34,763			0	%
Impairment on intangible assets		-			(157,450	)		(157,450	)		100	%
Net loss	$	(1,399,326	)	$	(2,666,104	)	$	(1,266,778	)		48	%

REVENUES, COST OF REVENUES AND GROSS MARGIN

~~Comparison~~The Company had no revenues, cost of revenues or gross margin for the ~~Six~~three- ~~Months~~or ~~Ending~~nine-months ~~March~~ending 31June 30, 2025 and 2024.

	Six months ending March 31						Increase/
	2025			2024			(Decrease)			Percent
General and administrative expenses	$	(1,876,303	)	$	(3,257,293	)	$	(1,380,990	)		42	%
Amortization & depreciation		-			(70,230	)		(70,230	)		100	%
Recovery of expenses previously paid		-			250,000			250,000			100	%
Loss on settlement of AP		(34,763	)		-			34,763			0	%
Impairment on intangible assets		-			(157,450	)		(157,450	)		100	%
Net loss	$	(1,911,066	)	$	(3,234,973	)	$	(1,323,907	)		41	%

GENERAL AND ADMINISTRATIVE EXPENSES

~~REVENUES~~General and administrative expenses for the three months ending June 30, ~~COST~~2025 OFtotaled ~~REVENUES~~($188,187) ~~AND~~compared ~~GROSS~~to ~~MARGIN~~$3,601,065 during the same period in 2024. The decrease in general and administrative expenses of $3,789,252 or 105% less than in the previous period was primarily due to a $1,948,265 decrease in officers and director fees, a $311,636 decrease in legal fees, and a $1,472,355 decrease in professional fees and services.

~~The~~General and ~~Company~~administrative ~~had~~expenses nofor ~~revenues~~the nine months ending June 30, ~~cost~~2025 totaled $1,688,116 compared to $6,858,358 during the same period in 2024. The decrease in general and administrative expenses of ~~revenues~~$5,170,242 or ~~gross margin~~75% ~~for~~less than the ~~three-~~previous oryear, ~~six-months~~was ~~ending~~primarily ~~March~~due 31to a $3,274,413 ~~2025~~decrease in officers and ~~2024~~director fees, and a $529,090 decrease in legal fees, and a $1,286,924 decrease in professional fees and services.

~~GENERAL~~ AMORTIZATION AND ~~ADMINISTRATIVE EXPENSES~~DEPRECIATION

~~General and administrative expenses for the three~~Amortization ~~months~~of ~~ending~~intellectual ~~March~~VoIP ~~31,~~communications ~~2025~~patent ~~totaled~~properties ~~$1,364,563~~and ~~compared~~depreciation toof ~~$2,723,539~~capital ~~during~~equipment for the ~~same~~three ~~period~~months inand ~~2024.~~nine ~~The~~months ~~decrease in general and administrative~~ending ~~expenses~~June ~~of $1~~30,~~358,976~~ or2025 ~~50%~~totaled ~~less~~$nil ~~than~~and in$nil ~~the~~compared ~~previous period was primarily due~~ to a $~~1,265,981~~564 ~~decrease in officers~~ and ~~director fees, and a~~ $~~147~~70,~~953~~794 ~~decrease~~during inthe ~~legal~~same ~~fees,~~period ~~offset~~in ~~by a $95~~2024,~~211~~ ~~increase in professional fees and services~~respectively.

~~General~~The Company ~~and~~follows ~~administrative~~GAAP ~~expenses~~(ASC ~~for~~350) ~~the~~and ~~six~~is ~~months ending~~amortizing ~~March~~its ~~31,~~intangibles ~~2025~~over ~~totaled~~the ~~$1,876,303~~remaining ~~compared~~patent tolife ~~$3,257,593~~of ~~during~~12 ~~the~~years. ~~same~~The ~~period~~Company inevaluates ~~2024.~~its intangible ~~The~~assets ~~decrease~~annually inand ~~general~~determines ~~and~~if ~~administrative expenses~~the offair ~~$1,380,990~~market orvalue ~~42%~~is less than its historical cost. If the ~~previous~~fair ~~year~~market value is less, then ~~was~~impairment ~~primarily~~expense ~~due~~is torecorded aon ~~$1,326,148~~the ~~decrease~~Company’s infinancial ~~officers~~statements. ~~and~~The ~~director~~intangible ~~fees,~~assets ~~and a~~on ~~$217,454~~the ~~decrease~~financial instatements ~~legal~~of the ~~fees,~~Company ~~offset~~relate byprimarily ato ~~$185,431~~the ~~increase~~Company’s inacquisition ~~professional~~of ~~fees~~Digifonica ~~and~~(International) ~~services~~Limited.

~~AMORTIZATION AND DEPRECIATION~~OTHER ITEMS

~~Amortization of intellectual VoIP communications patent~~Other ~~properties~~items ~~and depreciation of capital equipment~~ for the three- ~~months~~ and ~~six~~ nine-months ending ~~March~~June 3130, 2025 ~~totaled~~included impairment on intangible assets of $nil and $nil compared to $~~35,115~~ nil and $70157,~~230~~450 during the same ~~period~~periods in 2024, respectively.

~~The Company follows GAAP (ASC 350) and is amortizing~~Other ~~its~~items ~~intangibles~~for ~~over~~ the ~~remaining~~three- ~~patent life of twelve (12) years. The Company evaluates its intangible assets annually~~ and ~~determines if~~nine-months ~~the~~ending ~~fair~~June ~~market~~30, ~~value~~2025 isincluded ~~less~~loss ~~than~~on ~~its~~settlement ~~historical~~of ~~cost.~~AP Ifof ~~the~~$nil ~~fair~~and ~~market value is less~~$34,763 ~~then~~compared ~~impairment~~to ~~expense~~$nil ~~is recorded on the~~and ~~Company’s~~$nil ~~financial~~during ~~statements. The intangible assets on~~ the ~~financial~~same ~~statements~~periods ofin ~~the~~2024, ~~Company relate primarily to the Company’s acquisition of Digifonica (International) Limited.~~respectively

~~OTHER ITEMS~~INTEREST EXPENSE

~~Other~~The Company ~~items~~had no financing or interest costs for the three- and ~~six~~nine-months ending ~~March 31~~June 30, 2025 ~~included impairment on intangible assets of $nil~~ and ~~$nil compared to $157,450 and $157,450 during the same periods in~~ 2024~~, respectively~~.

~~Other items for the three- and six-months ending March~~NET ~~31, 2025 included loss on settlement of accounts payable of $34,763 and $34,763 compared to $nil and $nil during the same periods in 2024, respectively~~LOSS

~~INTEREST~~The Company ~~EXPENSE~~reported a net profit of $188,187 for the three months ending June 30, 2025 compared to a net loss of $3,601,629 for the same period in 2024. The decrease in net loss of $3,789,816, or 105% less than the same period in 2024, was primarily due to a decrease in officers and directors’ fees, legal fees and professional fees and services.

The Company ~~had~~reported noa ~~financing~~net orloss ~~interest~~of ~~costs~~$1,722,879 for the ~~three-~~nine ~~and six-~~months ~~ending~~ended ~~March~~June 3130, 2025 ~~and~~compared to a net loss of $6,836,602 for the same period in 2024. The decrease in net loss of $5,113,723, or 75% less than same period in 2024 was due primarily to a decrease in officers and directors’ fees, legal fees and professional fees and services.

~~NET~~LIQUIDITY AND ~~LOSS~~CAPITAL RESOURCES

~~The~~As of June 30, 2025, the Company ~~reported~~had aan ~~net~~accumulated ~~loss~~deficit of $1105,~~399~~080,~~326~~661 ~~for the~~as ~~three months ending March 31, 2025~~ compared to aan ~~net~~accumulated ~~loss~~deficit of $2103,~~666~~357,~~104~~782 ~~for~~at ~~the~~September 30, ~~same~~2024. ~~period~~As inof ~~2024.~~June ~~The~~30, ~~decrease~~2025, inthe ~~net~~Company ~~loss~~had a working capital of $1,~~266~~137,~~778, or~~228 ~~48%~~as ~~less~~compared ~~than~~to ~~the~~a ~~same~~working ~~period~~capital inof ~~2024~~$2,158,351 ~~was~~at ~~primarily~~September 30, ~~due~~2024. toThe a decrease in ~~officers~~the ~~and directors~~Company’s ~~fees~~working ~~and~~capital ~~legal~~of ~~fees~~$1,021,123 due to ongoing operating expenses during the period.

~~The~~Net cash ~~Company~~used ~~reported~~by aoperations ~~net loss of $1,911,066~~ for the ~~six~~nine months ~~ended~~ending ~~March~~June 3130, 2025 ~~compared~~and to2024 awas ~~net~~$1,407,716 ~~loss~~and of $31,~~234~~728,~~973~~974 ~~for~~respectively. ~~the~~The ~~same~~decrease ~~period~~ in net ~~2024.~~cash ~~The~~used ~~decrease~~for inoperations ~~net~~for ~~loss~~the ofnine $1months ending June 30,~~323,907, or~~ ~~41%~~2025 ~~less~~as ~~than~~compared ~~same~~to ~~period~~the innine months ending June 30, 2024 was primarily due ~~primarily~~ to a decrease in ~~officers~~net ~~and directors’ fees and legal fees~~loss.

~~LIQUIDITY AND CAPITAL RESOURCES~~21

~~As of March 31, 2025, the Company had an accumulated~~Net ~~deficit~~cash ofused ~~$105,268,848~~in asinvesting ~~compared~~activities tofor anthe ~~accumulated~~nine ~~deficit~~months ofending ~~$103,357,782~~June ~~at September~~ 30, ~~2024. As of March 31,~~ 2025, ~~the~~and ~~Company had~~2024 awas ~~working capital of~~ $~~1,401,799~~Nil asand ~~compared to a working capital of~~ $2Nil,~~158,351~~ ~~at September 30, 2024~~respectively. ~~The decrease in the Company’s working capital of $756,552 due to ongoing operating expenses during the period.~~

Net cash ~~used~~provided byfrom ~~operations~~financing activities for the ~~six~~nine months ending ~~March~~ 31June 30, 2025 and 2024 was $~~999~~205,~~219~~000 and $~~730~~2,~~098~~278,875, respectively. The ~~increase~~decrease in net cash ~~used~~provided ~~for~~by ~~operations~~financing ~~for~~activities ~~the~~of ~~six~~$2,073,875 ~~months~~was ~~ending March~~due ~~31,~~to ~~2025~~lower asamounts ~~compared~~of toequity raised and cash proceeds from private placements during the ~~six~~nine months ending ~~March~~June 3130, ~~2024~~2025 ~~was~~compared ~~primarily~~with ~~due~~$2,425,875 toof aequity ~~decrease~~raised inand ~~accounts~~cash ~~payable~~proceeds ~~and~~from ~~accrued~~private placements ~~liabilities~~during the nine months ending June 30, 2024.

21Liquidity

~~Net~~The Company primarily finances its operations from cash ~~used~~received inthrough ~~investing~~the ~~activities~~private ~~for~~placement of its common stock, settling outstanding debts, and the ~~six~~exercise of warrants from investors. There can be no assurance that capital will be available as necessary to meet continued ~~months~~developments ~~ending~~and ~~March~~operating 31costs or, if the capital is available, that it will be on terms acceptable to the Company. As at June 30, 2025, the Company had cash of $1,166,697 and ~~2024~~current ~~was~~liabilities of $~~Nil~~150,487 and incurred net loss of $~~Nil~~1,722,879 ~~respectively~~during the nine month period ended June 30, 2025; accordingly the Company will require additional capital to fund its operations for the next 12 months.

~~Net cash provided from financing activities for the~~Off ~~six~~Balance ~~months~~Sheet ending March 31, 2025 and 2024 was $85,000 and $757,500, respectively. The decrease in net cash provided by financing activities of $672,500 was due to lower amounts of equity raised and cash proceeds from private placements during the six months ending March 31, 2025 compared with $882,500 of equity raised and cash proceeds from private placements during the six months ending March 31, 2024.Arrangements

~~Liquidity~~Performance Bonus Payable

~~The~~In 2016, ~~Company~~the ~~primarily~~board ~~finances~~of ~~its~~directors ~~operations~~authorized ~~from cash~~the ~~received~~Company ~~through~~to provide a performance bonus (the ~~private~~“Performance ~~placement~~Bonus”) of ~~its~~up ~~common~~to ~~stock,~~3% of ~~settling~~the ~~outstanding~~capital ~~debts,~~stock ~~and~~of the ~~exercise~~Company ofby ~~warrants~~way ~~from~~of ~~investors. There~~the ~~can~~issuance beof noCommon ~~assurance~~shares ~~that~~from ~~capital~~its ~~will~~treasury beto ~~available~~an as ~~necessary~~yet toundetermined ~~meet~~group ~~continued~~of ~~developments~~ related and ~~operating~~non-related ~~costs~~parties ~~or,~~upon if the ~~capital is~~occurrence ~~available~~of a bonusable event, ~~that~~defined itas ~~will~~the besuccessful oncompletion ~~terms~~of ~~acceptable~~a tosale of the Company. Asor atsubstantially all ~~March~~its 31assets, ~~2025,~~or ~~the~~a ~~Company~~major ~~had~~licensing ~~cash~~transaction. ofIn ~~$1,455,194~~order ~~and~~to ~~current~~provide maximum flexibility to the Company with respect to determining ~~liabilities~~the level of ~~$129~~Performance Bonus payable,~~464~~ and ~~incurred~~who ~~net~~may ~~loss~~qualify ofto ~~$1,911,066~~receive ~~during~~a ~~the~~pro-rata ~~six~~share ~~month~~of ~~period~~such ~~ended~~a ~~March~~Performance 31Bonus, ~~2025; accordingly~~ the Company authorized ~~will~~full ~~require~~discretion ~~additional capital~~ to ~~fund~~the ~~its~~Board ~~operations~~in ~~for~~making ~~the~~such ~~next 12 months~~determinations.

~~Off~~In 2019, ~~Balance~~the ~~Sheet~~board ~~Arrangements~~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 June 30, 2025, no bonusable event has occurred and there is no Performance Bonus ~~Payable~~payable.

~~In 2016, the board of directors authorized the Company~~Impact ~~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.Inflation

~~In 2019, the board of directors authorized the increase~~We ofbelieve ~~the~~that ~~Performance~~inflation ~~Bonus~~has tonot uphad toa ~~10%~~material ofimpact ~~the~~on ~~capital~~our ~~stock~~results of ~~the~~operations ~~Company,~~for ~~and also authorized 66.67% of~~ the ~~Performance~~nine ~~Bonus~~months toending beJune ~~issued in an advance payment of an aggregate 127~~30,~~000,000~~ ~~Common shares (“Bonus Shares”) to members of management, a director and several consultants~~2025. ~~30,000,000~~We ~~of the issued Bonus Shares continue to be restricted from trading under Rule 144 as well as subject to~~cannot aassure ~~voluntary~~you ~~lock-up~~that ~~agreement~~future ~~under~~inflation ~~which~~will ~~the~~not ~~shares~~have ~~cannot~~an beadverse ~~sold~~impact oron ~~transferred~~our byoperating ~~the~~results ~~holders~~and ~~until~~financial ~~such time as the Company has met the requirements of the bonusable event as described above~~condition.

~~As at March 31, 2025, no bonusable event has occurred and there is no Performance Bonus payable.~~22

~~Impact~~Item of3. ~~Inflation~~Quantitative and Qualitative Disclosures About Market Risk.

~~We believe that inflation has not had~~ As a ~~material~~smaller ~~impact on~~reporting ~~our results of operations for the six months ending March 31~~company, ~~2025.~~we Weare ~~cannot assure you that future inflation will~~ not ~~have~~required anto ~~adverse impact~~provide onthe ~~our~~information ~~operating~~required ~~results~~by ~~and~~this ~~financial condition~~Item.

22Item 4. Controls and Procedures.

~~Item~~Evaluation of 3.Disclosure ~~Quantitative~~Controls and ~~Qualitative Disclosures About Market Risk.~~Procedures

AsAt the aend ~~smaller~~of ~~reporting~~the ~~company~~period covered by this Report for the nine-month period ended June 30, we2025, ~~are~~an ~~not~~evaluation ~~required~~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). Based upon that evaluation, the Company’s CEO and CFO have concluded that the disclosure controls and procedures were effective to ~~provide~~give reasonable assurance that the information required to be disclosed by ~~this~~the ~~Item~~Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~Item~~Management’s Report 4.on ~~Controls~~Internal ~~and~~Control ~~Procedures.~~over Financial Reporting

~~Evaluation~~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 ~~Disclosure~~financial ~~Controls~~reporting and the preparation of consolidated financial statements for external purposes in accordance with US GAAP. The Company’s ICFR includes policies and ~~Procedures~~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.

~~At the end~~ Because of ~~the~~their ~~period~~inherent ~~covered by this Report for the six-month period ended March 31~~limitations, ~~2025,~~ICFR ancan ~~evaluation~~provide ~~was~~only ~~carried~~reasonable ~~out~~assurance ~~under~~and ~~the~~may ~~supervision~~not ~~of,~~prevent ~~and~~or ~~with~~detect ~~the~~misstatements. ~~participation of~~Furthermore, ~~the~~projections ~~Company’s~~of ~~management,~~any ~~including~~evaluation ~~its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),~~ of ~~the~~ effectiveness ofto ~~the~~future ~~design~~periods ~~and~~are ~~operation~~subject ofto the ~~Company’s~~risk ~~disclosure~~that controls ~~and~~may ~~procedures~~become ~~(as~~inadequate ~~defined~~because ~~in Rule 13a-15(e) and 15d-15(e)~~ of ~~the~~changes Exchange Act). Based upon that evaluation, the Company’s CEO and CFO have concluded that the disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in ~~reports that~~ itconditions, ~~files~~ or ~~submits~~that ~~under~~ the ~~Exchange~~degree ~~Act~~of iscompliance ~~(i)~~with ~~recorded, processed, summarized and reported, within~~ the ~~time~~policies ~~periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers,~~ or ~~persons~~procedures ~~performing~~may ~~similar functions, as appropriate to allow timely decisions regarding required disclosure~~deteriorate.

~~Management’s Report on Internal Control over Financial Reporting~~23

~~The Company’s management, including the Company’s~~Change ~~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~~In connection ofwith ~~their~~the ~~inherent~~audit ~~limitations,~~of ~~ICFR~~our ~~can~~financials ~~provide only~~for ~~reasonable~~the ~~assurance~~year ~~and~~ended ~~may~~September ~~not~~30, ~~prevent~~2024, orthe ~~detect~~Company’s ~~misstatements.~~auditors ~~Furthermore,~~noted ~~projections~~material ofweaknesses and ~~any~~made ~~evaluation~~certain ofrecommendations ~~effectiveness~~ to ~~future~~ ~~periods~~management ~~are~~regarding ~~subject~~material toweaknesses ~~the~~related ~~risk~~to ~~that~~1. ~~controls~~lack ~~may~~of ~~become~~proper ~~inadequate~~controls ~~because~~over financial reporting of ~~changes~~unusual inand ~~conditions,~~complex ortransactions; ~~that~~2. ~~the~~no ~~degree~~formal codes of ~~compliance with~~conduct (the ~~policies~~“2024 orMaterial ~~procedures may deteriorate~~Weaknesses”).

23In connection with the 2024 Material Weaknesses, the Company has allocated resources to its remediation plan and implemented additional controls this year.

~~Change~~As of June 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 ~~ICFR~~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.

~~In connection with the audit of our financials for~~Evaluation ~~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~~Effectiveness ~~controls over financial reporting~~ of ~~unusual and complex transactions; 2. no formal codes of conduct (the “2024 Material Weaknesses”).~~ICFR

InThe Company’s ~~connection~~management (with the ~~2024~~participation ~~Material~~of ~~Weaknesses~~the CEO and the CFO) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2025. In making this assessment, management used the criteria established in ~~Company~~Internal ~~has~~Control-Integrated ~~allocated~~Framework ~~resources~~issued toby ~~its~~the ~~remediation~~Committee ~~plan~~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 ~~implemented~~communication, ~~additional~~and ~~controls~~(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 ~~year~~Annual Report on Form 10-K that our internal control over financial reporting has not been effective.

As defined ofby ~~March~~Auditing ~~31,~~Standard ~~2025~~No. 5, ~~management~~“An ~~believes~~Audit ~~that~~of ~~we are~~Internal ~~making~~Control ~~progress~~Over toFinancial ~~remediate~~Reporting ~~the~~that ~~2024~~is ~~Material~~Integrated ~~Weaknesses~~with ~~relating~~an toAudit ~~its lack~~ of Financial ~~proper~~Statements ~~controls~~and ~~over~~Related ~~financial~~Independence ~~reporting~~Rule ~~of unusual~~ and ~~complex~~Conforming ~~transactions. However~~Amendments,” ~~other~~established ~~than~~by asthe ~~described~~Public inCompany ~~the~~Accounting ~~preceding~~Oversight Board ~~paragraph~~(“PCAOB”), ~~there~~a ~~were~~material noweakness ~~changes~~is ina ~~our~~deficiency ~~internal~~or ~~control~~combination ~~over financial~~of ~~reporting~~deficiencies ~~during~~that ~~the~~results ~~last~~more ~~fiscal~~than ~~quarter~~a remote likelihood that ~~have~~a ~~materially~~material ~~affected,~~misstatement orof ~~are~~annual ~~reasonably~~or ~~likely~~interim tofinancial ~~materially~~statements ~~affect,~~will ~~our~~not ~~internal control~~be ~~over~~prevented ~~financial~~or ~~reporting~~detected.

~~Evaluation~~In connection ofwith ~~Effectiveness~~the assessment described above, management identified the following control deficiencies that represent material weaknesses as of ~~ICFR~~June 30, 2025:

~~The~~- ~~Company’s~~No ~~management~~formal ~~(with~~codes ~~the participation~~ of ~~the~~conduct. ~~CEO~~- ~~and~~Lack ~~the CFO) conducted an evaluation~~ of ~~the~~proper ~~effectiveness~~controls ~~of the Company’s internal control~~ over financial reporting as of ~~March~~unusual 31, 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,~~complex ~~and (v) monitoring~~transactions. 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.

AsBased on ~~defined~~this byevaluation, ~~Auditing~~our ~~Standard~~management, ~~No.~~including 5,our ~~“An~~Chief ~~Audit of~~Executive ~~Internal~~Officer ~~Control~~and ~~Over~~Chief Financial ~~Reporting~~Officer, concluded that, isas ~~Integrated~~of ~~with~~June an30, 2025, ~~Audit~~our ofdisclosure ~~Financial~~controls ~~Statements~~ and ~~Related~~procedures ~~Independence~~were ~~Rule~~not ~~and Conforming~~effective ~~Amendments,”~~due ~~established~~to by the ~~Public~~material ~~Company~~weaknesses ~~Accounting~~in ~~Oversight~~our ~~Board~~internal ~~(“PCAOB”),~~control aover ~~material weakness~~financial isreporting, arelating ~~deficiency~~to orno ~~combination~~formal codes of ~~deficiencies~~conduct ~~that~~and ~~results~~the ~~more~~lack ~~than~~of aproper ~~remote~~controls ~~likelihood~~over ~~that~~financial areporting ~~material misstatement~~ of ~~annual~~unusual orand ~~interim financial~~complex ~~statements will not be prevented or detected~~transactions.

~~In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of March 31, 2025:~~Remediation

-In response Noto the material weakness described above, the Company will be implementing a remediation plan to address the material weaknesses which will include measures to enhance its documentation of a formal ~~codes~~code of conduct. -The ~~Lack~~management is in progress to establish a regular review process with clearly defined roles and responsibilities and implement reconciliation tools to ensure timely and accurate comparisons of ~~proper~~financial data. Management will also implement additional controls over financial reporting of unusual and complex transactions including but not limited to engaging financial reporting consultants to evaluate the accounting implications of complex issues.

~~Based~~The Company onwill ~~this~~continue ~~evaluation,~~to ~~our~~monitor ~~management,~~and ~~including our~~evaluate ~~Chief~~the ~~Executive~~effectiveness ~~Officer~~of ~~and~~the ~~Chief~~Company’s ~~Financial~~internal ~~Officer,~~control ~~concluded~~over ~~that,~~financial asreporting ofon ~~March~~an ongoing ~~31,~~basis ~~2025,~~and ~~our~~if ~~disclosure~~the ~~controls~~remediation ~~and~~plan ~~procedures were~~is not ~~effective~~sufficient ~~due~~ to eliminate the material ~~weaknesses in our internal control over financial reporting~~weakness, ~~relating~~the toCompany nowill ~~formal~~consider ~~codes~~what ~~of conduct~~additional ~~and~~actions ~~the~~would ~~lack~~be ~~of proper controls over financial reporting of unusual and complex transactions~~required.

~~Remediation~~24

~~In response to the material weakness described above,~~PART ~~the~~II—OTHER Company will be implementing a remediation plan to address the material weaknesses which will include measures to enhance its documentation of a formal code of conduct. The management is in progress to establish a regular review process with clearly defined roles and responsibilities and implement reconciliation tools to ensure timely and accurate comparisons of financial data. Management will also implement additional controls over financial reporting of unusual and complex transactions including but not limited to engaging financial reporting consultants to evaluate the accounting implications of complex issues.INFORMATION

~~The~~Item ~~Company~~1. ~~will~~Legal continue to monitor and evaluate the effectiveness of the Company’s internal control over financial reporting on an ongoing basis and if the remediation plan is not sufficient to eliminate the material weakness, the Company will consider what additional actions would be requiredProceedings.

24The Company is party to the following legal proceedings:

~~PART II—OTHER INFORMATION~~Patent Litigation

~~Item~~The Company 1.is ~~Legal~~party ~~Proceedings.~~to patent and patent-related litigation cases as follows:

~~The~~i. ~~Company~~VoIP-Pal.com isInc. ~~party~~v. toAmazon.com, Inc. et al. Case No. 6-20-cv-00272 in the ~~following~~U.S. ~~legal~~District ~~proceedings:~~Court, Western District of Texas.

~~The~~ii. ~~Company~~VoIP-Pal.com, isInc. ~~party~~v. toVerizon ~~patent~~Comms., ~~and~~Inc. ~~patent~~et al. Case No. 6-~~related litigation~~21-cv-672 ~~cases~~in asthe ~~follows:~~U.S. District Court, Western District of Texas

~~On March 26, 2025, the Company filed a Notice of Appeal to the Federal Circuit in Case No. 6~~Non-~~21-cv-672. On April 28, 2025, the Court consolidated the appeal with appeal No. 25-1603.~~Patent ~~The appeal is pending.~~Litigation

v.The Company ~~VoIP-Pal.com,~~is ~~Inc.~~party v.to Tnon-~~Mobile~~patent ~~USA,~~litigation ~~Inc.~~cases ~~25-1603-IH~~as follows:

OnLocksmith Financial ~~March 26~~Corporation, ~~2025,~~Inc. ~~the~~et ~~Company~~al. ~~filed~~(Plaintiff(s)) av ~~Notice of~~VoIP-Pal.com ~~Appeal~~Inc. toet ~~the~~al ~~Federal~~(Defendant(s)) ~~Circuit in~~ (Case No. 6A-2120-cv807745-~~674.~~C) Onfiled ~~April~~in ~~28,~~Clark ~~2025,~~County District ~~the~~ Court ~~consolidated the appeal with appeal No~~. ~~25-1602. The appeal is pending..~~

~~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.~~25

~~On January 1, 2020,~~ During the ~~Plaintiffs~~year ~~filed~~ended ~~suit~~September in30, ~~Nevada District Court claiming that they were owed 95~~2023,~~832,000~~ ~~Voip-Pal~~following ~~common shares from~~ a ~~previous~~hearing ~~case~~of ~~involving~~ the ~~Plaintiff and the Defendant that had been through a jury trial in 2019~~appeal, ~~in which~~ the ~~jury~~Nevada ~~had~~Supreme ~~made~~Court anruled ~~award~~ to ~~the~~reverse ~~Plaintiff that was monetary only, and did not include said shares - following~~ the ~~jury~~lower court’s judgment ~~decision~~and inremanded the ~~2019~~case ~~trial,~~back ~~the~~to ~~Plaintiff accepted~~ the ~~award~~lower ~~and~~court ~~waived~~for ~~their~~further ~~right~~proceedings. toThe ~~appeal.~~ Defendants (Voip-Pal ~~vigorously~~et ~~disputed~~al) ~~the~~filed ~~Plaintiff’s~~a ~~2020~~motion ~~claims~~to on the ~~basis of claim preclusion (the 2020 claims were addressed in the~~ ~~previous~~Supreme ~~action~~Court infor ~~2019~~reconsideration, ~~and~~however ~~are now precluded);~~ that ~~Plaintiffs’~~motion ~~claims~~was ~~are untimely~~denied, and ~~that~~a ~~the~~trial ~~Plaintiffs~~date nowas ~~longer~~set ~~have~~for ~~standing to~~November ~~bring~~28, ~~their claims~~2023.

During the year ended September 30, ~~2022~~2024, on November 30, 2023, after the completion of trial, the Eighth Judicial District Court for the State ~~entered~~of aNevada ~~judgment~~rendered its decision in favor of VoIP-Pal~~.com~~ ~~Inc~~upon ~~and~~all ~~co-defendants,~~claims ~~dismissing~~in the ~~2020~~ case., ~~The~~ruling that the Plaintiffs ~~filed~~had annot ~~appeal~~met their burden of proof with ~~the~~respect ~~Nevada~~to any of its claims against VoIP-Pal et al, awarding no damages to Locksmith and specifically ruling that Locksmith ~~Supreme~~take ~~Court~~nothing as a result of the litigation.

25During 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 nine-month period ended June 30, 2025, on October 1, 2024, a share certificate of 30,000,000 restricted common shares was issued to the Plaintiff.

~~During~~Item the year ended September 30, 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 proceedings1A. ~~The~~Risk ~~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~~Factors.

~~During the year ended September 30, 2024, on November~~As ~~30,~~a ~~2023,~~smaller ~~after~~reporting ~~the completion of trial~~company, ~~the~~we ~~Eighth~~are ~~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~~required ~~their burden of proof with respect~~ to ~~any~~provide ofthe ~~its~~information ~~claims~~required ~~against VoIP-Pal~~by etthis ~~al, awarding no damages to Locksmith and specifically ruling that Locksmith take nothing as a result of the litigation~~Item.

~~During~~Item ~~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~~2. ~~Pursuant to~~Unregistered ~~the~~Sales ~~settlement and release agreement, the Company agreed to issue 30,000,000 restricted common shares~~ of ~~the~~Equity ~~Company,~~Securities ~~with a value of $351,000,~~ and inUse ~~consideration~~ of ~~the agreement, the Plaintiff shall file a voluntary dismissal of its appeal immediately upon delivery of the certificates~~Proceeds. ~~During the six-month period ended March 31, 2025, on October 1, 2024, a share certificate of 30,000,000 restricted common shares was issued to the Plaintiff.~~

~~Item~~The transactions ~~1A.~~described ~~Risk~~in ~~Factors~~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 for sales within the United States and by Regulations of the Securities Act for sales made outside of the United States.

AsDuring the anine-month ~~smaller~~period ~~reporting~~ended ~~company~~June 30, we2025, ~~are not required to provide~~ the ~~information~~Company ~~required by this Item.~~issued:

~~Item~~_ 241,000,000 common shares priced at $0.005 ~~Unregistered~~per ~~Sales~~share for cash proceeds of ~~Equity~~$205,000 ~~Securities~~from a private placement of common shares. _ 5,000,000 common shares for services with a value of $25,000. _ 5,000,000 common shares with a value of $62,000 to settle accounts payable of $27,237 resulting in a loss on settlement of $34,763. _ 30,000,000 restricted common shares priced at $0.0117 per share to Locksmith Financial Corporation as per a settlement and ~~Use~~release agreement entered. _ 138,522 series A preferred shares pursuant to the Anti-Dilution Clause of ~~Proceeds~~the SPA (Note 4) with a value of $1,385 in order to bring total series A preferred share ownership to 926,438. _ 5,000,000 common shares priced at $0.005 per share, offset by 1,655,629 shares returned to treasury pursuant to cashless option exercises with a net value of $3,344. _ 5,000,000 common shares priced at $0.005 per share, offset by 1,984,127 shares returned to treasury pursuant to cashless option exercises with a net value of $3,016.

~~The~~Item ~~transactions~~3. ~~described~~Defaults inUpon ~~this~~Senior ~~section were exempt from securities registration as provided by Section 4(a)(2) of the~~ Securities ~~Act for transactions not involving a public offering for sales within the United States and by Regulations of the Securities Act for sales made outside of the United States~~.

~~During the six-month period ended March 31, 2025, the Company issued:~~None.

_Item 17,000,000 common shares priced at $0.005 per share for cash proceeds of $85,000 from a private placement of common shares. _ 5,000,000 common shares for services with a value of $25,000. _ 5,000,000 common shares with a value of $62,000 to settle accounts payable of $27,237 resulting in a loss on settlement of $34,763. _ 30,000,000 restricted common shares priced at $0.0117 per share to Locksmith Financial Corporation as per a settlement and release agreement entered. _ 138,522 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4~~) with a value of $1,385 in order to bring total series A preferred share ownership to 926,438~~. _Mine ~~5,000,000~~Safety ~~common shares priced at $0~~Disclosures.005 per share, offset by 1,655,629 shares returned to treasury pursuant to cashless option exercises with a net value of $3,344. _ 5,000,000 common shares priced at $0.005 per share, offset by 1,984,127 shares returned to treasury pursuant to cashless option exercises with a net value of $3,016.

~~Item 3~~Not applicable. ~~Defaults Upon Senior Securities.~~

~~None~~Item 5. Other Information.

~~Item 4~~None. ~~Mine Safety Disclosures.~~

~~Not~~Item ~~applicable~~6. Exhibits.

Item 5. Other Information.

Exhibit Number	Description of Exhibits

31.1	Rule 13a-14(a) Certification of CEO	Filed herewith
31.2	Rule 13a-14(a) Certification of CFO	Filed herewith
32.1	Section 1350 Certification	Filed herewith
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)

~~None.~~26

~~Item 6. Exhibits.~~SIGNATURES

Exhibit Number	Description of Exhibits
31.1	Rule 13a-14(a) Certification of CEO	Filed herewith
31.2	Rule 13a-14(a) Certification of CFO	Filed herewith
32.1	Section 1350 Certification	Filed herewith
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)

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATED: August 5, 2025	By:	/s/ Emil Malak
		Emil Malak
		Chief Executive Officer

DATED: August 5, 2025	By:	/s/ Jin Kuang
		Jin Kuang
		Chief Financial Officer

~~SIGNATURES~~27

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATED: May 15, 2025	By:	/s/ Emil Malak
		Emil Malak
		Chief Executive Officer
DATED: May 15, 2025	By:	/s/ Jin Kuang
		Jin Kuang
		Chief Financial Officer

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