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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended: September 30, 2025

 or

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

 Commission
File Number: 000-55613

 VoIP-PAL.COM
INC.

 (Exact
name of Registrant as specified in its charter)

 Nevada

 980184110

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification Number)

 7215
Bosque Boulevard, Suite 102

 Waco,
 TX 76710-4020

 (Address
of principal executive offices)

 954 - 495-4600

 (Registrant's
telephone number, including area code)

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

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

 Common
Stock, $0.001 par value

 (Title
of class)

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

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

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

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

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

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

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).

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

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

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

 Class

 Outstanding
 as of December 19, 2025

 Common
 Stock, $ 0.001 par value per share

 3,755,305,519

 TABLE
OF CONTENTS

 Item
 1.

 Business.

 Item
 1A.

 Risk Factors.

 Item 1C.

 Cybersecurity.

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected Financial Data

 Item
 7.

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

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial Statements and Supplementary Data.

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Financial Statements and Exhibits

 PART
I

 CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS

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

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

 Item
1. Business.

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

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

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

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

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

 Principal
Products or Services

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

 1.

 classification
 and routing of communications over different networks and over geographically distributed nodes;

 2.

 lawful
 intercept of such communications;

 3.

 enhanced
 emergency calling support (e.g., E911);

 4.

 mobile
 gateways;

 5.

 uninterrupted
 transmission during endpoint changes; and

 6.

 metering
 and billing, including the reselling of "white label" telecommunication services.

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

 VoIP-Pal's
Patent Portfolio

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

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

 1.

 Classification/routing
 of communications

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

 The
 '815 Patent was the subject of four Inter Partes Review (IPR) challenges before the U.S. Patent Office by Apple, Unified
 Patents, and AT&T Services, one of which was instituted and resulted in a final written decision confirming the patentability
 of all challenged claims. The '005 Patent was the subject of four IPR challenges by Apple and AT&T Services, one of which
 was instituted and resulted in a final written decision confirming the patentability of all challenged claims. The '762, '330,
 '002 and '549 Patents were each subject to IPR challenges by Apple, but none of these IPRs was instituted. However, some
 of the claims of each of these patents been found patent-ineligible in court proceedings under §101.

 Brief
 descriptions of these patents are provided below.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 2.

 Lawful
 intercept

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

 None

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

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

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

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

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

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

 3.

 Mobile
 gateway

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

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

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

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

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

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

 4.

 Emergency
 assistance calling

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

 None

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

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

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

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

 5.

 Allocating
 charges

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

 None

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

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

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

 6.

 Determining
 a time for permitting a communication session

 None

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

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

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

 7.

 Uninterrupted
 transmission during endpoint changes

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

 None

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

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

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

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

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

 Amount
Spent on Research and Development

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

 Employees

 We
have no employees. The Company utilizes various consultants and contractors for other services.

 Emerging
Growth Company Status

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

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

 -

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

 -

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

 -

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

 -

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

 -

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

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

 (i)

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

 (ii)

 the
 completion of the fiscal year of the fifth anniversary of the company's IPO;

 (iii)

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

 (iv)

 the
 company becoming a "larger accelerated filer" as defined under the Securities Exchange Act of 1934, as amended.

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

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

 (i)

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

 (ii)

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

 (iii)

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

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

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

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

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

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

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

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

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

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

 Item
1A. Risk Factors.

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

 Item 1C. Cybersecurity.

 Risk Management and Strategy

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

 Managing Material Risks & Integrated Overall
Risk Management

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

 Oversee Third-party Risk

 Because we are aware of the risks associated with
 third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security
assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity
standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This
approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.

 Risks from Cybersecurity Threats

 We have not encountered cybersecurity challenges that
have materially impaired our operations or financial standing.

 During the year ended September 30, 2025, we did not
identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy,
results of operations, or financial condition.

 Item
2. Properties.

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

 Item
3. Legal Proceedings.

 The
Company is party to the following legal proceedings:

 Patent
Litigation

 The
Company is party to patent and patent-related litigation cases as follows:

 i.

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

 In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Amazon.com, Inc. and
certain related entities, alleging infringement of U.S. Patent No. 10,218,606. On September 5, 2025, the Court granted the parties'
joint motion to dismiss. The case is closed.

 ii.

 Inc. v. Verizon Comms., Inc. et al. Case No. 6-21-cv-672 in the U.S. District Court, Western District of Texas

 On
September 25, 2021, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against Verizon and related entities
alleging infringement of U.S. Patent Nos. 8,630,234 and 10,880,721. On July 29, 2024, the Court issued an order granting T-Mobile's
motion for summary judgment of non-infringement. On August 15, 2024, the Court entered final judgment of non-infringement. On August
29, 2024, Verizon filed a motion for attorneys' fees. On September 12, 2024, VoIP-Pal filed a motion for reconsideration of the
final judgment. On September 19, Verizon filed a motion for entry of bill of costs. On August 8, 2025, the Court denied Verizon's
motion for attorneys' fees and granted-in-part its motion for entry of bill of costs. On September 26, 2025, the parties filed
a stipulation of dismissal with prejudice of all claims with each side to bear their own fees and costs. The case is closed.

 iii.

 Inc. v. T-Mobile US, Inc. et al. Case No. 6-21-cv-674 in the U.S. District Court, Western District of Texas

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

 iv.

 Inc. v. Verizon Communications, Inc. 25-1602-IH

 On
March 26, 2025, the Company filed a Notice of Appeal to the Federal Circuit in Case No. 6-21-cv-672. On April 28, 2025, the Court consolidated
the appeal with appeal No. 25-1603. On September 26, 2025, the parties filed a Joint Stipulation of Voluntary Dismissal. On October 24,
2025, the Federal Circuit ordered that the appeal be voluntarily dismissed with each side to bear their own costs. The case is closed.

 v.

 Vo
 IP-Pal.com, Inc. v. T-Mobile USA, Inc. 25-1603-IH

 On
March 26, 2025, the Company filed a Notice of Appeal to the Federal Circuit in Case No. 6-21-cv-674. On April 28, 2025, the Court consolidated
the appeal with appeal No. 25-1602. On October 7, 2025, the parties filed a Joint Stipulation of Voluntary Dismissal. On October 24,
2025, the Federal Circuit ordered that the appeal be voluntarily dismissed with each side to bear their own costs. The case is closed.

 vi.

 Inc. v. T-Mobile USA, Inc. 25-2091-IH

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

 vii.

 Inc. v. T-Mobile USA, Inc. Case No. 6-24-cv-298 in the U.S. District Court, Western District of Texas

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

 viii.

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

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

 ix.

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

 This
was an antitrust litigation case filed on August 17, 2024. This case was voluntarily dismissed on October 25, 2024.

 x.

 Leon,
 et al. v. AT&T, et al., 24-cv-02397-RDM

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

 xi.

 VoIP-Pal
 v. AT&T, et al., 1:24-cv-03051-RDM

 This
is an on-going antitrust litigation case filed on October 25, 2024. It was amended on December 17, 2024, and a second amended complaint
was filed on August 22, 2025. The defendants have filed a motion to dismiss. That motion is fully briefed and we are waiting for the
Court's decision. It is too early in the litigation to predict the anticipated results.

 xii.

 Inza,
 et al. v. AT&T, et al., 24-cv-03054-RDM

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

 xiii.

 VoIP-Pal
 v. Apple, et al., 25-cv-01843-RDM

 This
is an antritrust lawsuit filed on June 11, 2025, amended on September 21, 2025. The Defendant's responsive pleading is due on January
15, 2025. It is too early in the litigation to predict the anticipated results.

 xiv.

 Inza,
 et al. v. Apple, et al., 25-cv-01970-RDM

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

 Non-Patent
Litigation

 The
Company is party to non-patent litigation cases as follows:

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

 On
January 1, 2020, the Plaintiffs filed suit in Nevada District Court claiming that they were owed 95,832,000 Voip-Pal common shares from
a previous case involving the Plaintiff and the Defendant that had been through a jury trial in 2019, in which the jury had made an award
to the Plaintiff that was monetary only, and did not include said shares - following the jury's decision in the 2019 trial, the
Plaintiff accepted the award and waived their right to appeal. Voip-Pal vigorously disputed the Plaintiff's 2020 claims on the
basis of claim preclusion (the 2020 claims were addressed in the previous action in 2019 and are now precluded); that Plaintiffs'
claims are untimely, and that the Plaintiffs no longer have standing to bring their claims.

the year ended September 30, 2022, the Court entered a judgment in favor of VoIP-Pal.com Inc. and co-defendants, dismissing the 2020
case. The Plaintiffs filed an appeal with the Nevada Supreme Court.

the year ended September 30, 2022, the Court entered a judgment in favor of VoIP-Pal.com Inc and co-defendants, dismissing the 2020 case.
The Plaintiffs filed an appeal with the Nevada Supreme Court.

the year ended September 30, 2023, following a hearing of the appeal, the Nevada Supreme Court ruled to reverse the lower court's
judgment and remanded the case back to the lower court for further proceedings. The Defendants (Voip-Pal et al) filed a motion to the
Supreme Court for reconsideration, however that motion was denied, and a trial date was set for November 28, 2023.

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

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

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Market

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

 Holders

 We
had approximately 576 holders of record of our common stock as of September 30, 2025 according to the books of our transfer agent. The
number of our stockholders of record excludes any estimate by us of the number of beneficial owners of shares held in street name, the
accuracy of which cannot be guaranteed.

 Dividends

 We
have not declared a dividend on our common stock, and we do not anticipate the payment of dividends in the near future as we intend to
reinvest our profits to grow our business. There are no restrictions in our articles of incorporation or bylaws that restrict us from
declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution
of the dividend:

 we
 would not be able to pay our debts as they become due in the usual course of business; or

 our
 total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders
 who have preferential rights superior to those receiving the distribution.

Authorized for Issuance Under Equity Compensation Plans

 In
order to provide incentive to its directors, officers, management, employees, consultants and others who provide services to the Company
or any subsidiary (the "Service Providers") to act in the best interests of the Company, and to retain such Service Providers,
the Company has in place an incentive Stock Option Plan (the "Plan"). Under the Plan, the Company is authorized to issue
up to 10% of its issued and outstanding share capital in options to purchase common shares of the Company. The maximum term of options
granted under the Plan cannot exceed ten years, with vesting terms determined at the discretion of the Board of Directors.

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

the year ended September 30, 2023, the Company granted 75,000,000 options to purchase 75,000,000 common shares at a price of $0.005 per
share to its directors, consultants and advisors, of which 75,000,000 are currently exercisable. The options have varied vesting provisions
and are exercisable for a period of five years from the date of grant.

the year ended September 30, 2024, the Company granted 115,000,000 options to purchase 115,000,000 common shares at a price of $0.005
to its consultants and advisors, of which 115,000,000 are currently exercisable. The options have varied vesting provisions and are exercisable
for a period of five years from the date of grant.

the year ended September 30, 2025, the Company did not grant any option to purchase common shares.

 As
at September 30, 2025, the Company has 274,500,000 stock options outstanding at an average exercise price of $0.005 per share, with a
remaining contractual life of an average of 2.36 years, of which 274,500,000 are vested and exercisable.

 Recent
Sales of Unregistered Securities

 The
transactions described in this section were exempt from securities registration as provided by Section 4(a)(2) of the Securities Act
for transactions not involving a public offering.

Issued for Services Rendered

the year ended September 30, 2023, the Company issued 14,500,000 shares of common stock at a price of $0.005 per share to various individuals
or entities for services with an aggregate value of $72,500.

the year ended September 30, 2024, the Company issued 5,000,000 shares of common stock at a price of $0.005 per share to various individuals
or entities for services with an aggregate value of $25,000.

the year ended September 30, 2025, the Company issued 5,000,000 shares of common stock at a price of $0.005 per share to various individuals
or entities for services with an aggregate value of $25,000.

Issued for Cash Proceeds

the year ended September 30, 2023, the Company issued 983,720,000 common shares priced at $0.005 per common share to various individuals
or entities for cash proceeds of $4,918,600 from the private placement of common shares.

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

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

 Item
6. Selected Financial Data.

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

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The
following management's discussion and analysis (MD&A) should be read in conjunction with our audited consolidated financial
statements for the year ended September 30, 2025 and notes thereto appearing elsewhere in this report, and our audited consolidated financial
statements for the year ended September 30, 2024 and notes thereto.

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 This
MD&A for the year ending September 30, 2025 contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amending, and Section 21E of the Securities Exchange Act of 1934, as amending. Forward-looking statements may be identified
by the use of forward-looking terminology, such as "may", "shall", "could", "expect",
"estimate", "anticipate", "predict", "probable", "possible", "should",
"continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified
in the following information have been compiled by our management based on assumptions made by management and are considered by management
to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to
be inferred from those forward-looking statements.

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

 CORPORATE
HISTORY, OVERVIEW AND PRINCIPAL BUSINESS

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

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

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

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

 VoIP
has been and continues to be a green field for innovation that has spawned numerous inventions, greatly benefitting consumers large and
small across the globe. VoIP is used in many places and by every modern telephony system vendor, network supplier, and retail and wholesale
carrier.

 Results
of Operations

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

 Comparison
of the Years Ending September 30, 2025 and 2024

 Year Ended September 30,

 Increase

 2025

 2024

 (Decrease)

 Percentage

 Revenue

 $
 -

 $
 -

 $
 -

 $
 -

 Cost of revenue

 -

 -

 -

 -

 Gross margin

 -

 -

 -

 -

 General and administrative expenses

 (6,244,756
)

 (9,592,512
)

 (3,347,756
)

 -35
 %

 Amortization & depreciation

 -

 (71,232
)

 (71,232
)

 -100
 %

 Other (expense) income

 17,603

 (508,450
)

 (526,053
)

 -103
 %

 Net loss

 $
 (6,227,153
)

 $
 (10,172,194
)

 $
 (3,945,041
)

 -39
 %

 REVENUES,
COST OF REVENUES AND GROSS MARGIN

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

 GENERAL
AND ADMINISTRATIVE EXPENSES

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

 AMORTIZATION
AND DEPRECIATION

 Amortization
of the intellectual VoIP communications patent properties and depreciation of fixed assets for the year ending September 30, 2025 totaled
$nil compared to $71,232 for the year ended September 30, 2024.

 The
Company follows GAAP (FAS 142) and is amortizing its intangibles over an estimated patent life of twelve (12) years. The Company evaluates
its intangible assets annually and determines if the fair market value is less than its historical cost. If the fair market value is
less, then impairment expense is recorded on the Company's financial statements. The intangible assets on the financial statements
of the Company related primarily to the Company's acquisition of Digifonica (International) Limited.

 OTHER
ITEMS

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

 INTEREST
EXPENSE

 The
Company had no financing or interest costs for the years ending September 30, 2025 and 2024.

 NET
LOSS

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

 LIQUIDITY
AND CAPITAL RESOURCES

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

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

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

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

 Liquidity

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

 Off-Balance
Sheet Arrangements

 Performance
Bonus Payable

 In
2016, the board of directors authorized the Company to provide a performance bonus (the "Performance Bonus") of up to 3%
of the capital stock of the Company by way of the issuance of Common shares from its treasury to an as yet undetermined group of related
and non-related parties upon the occurrence of a bonusable event, defined as the successful completion of a sale of the Company or substantially
all its assets, or a major licensing transaction. In order to provide maximum flexibility to the Company with respect to determining
the level of Performance Bonus payable, and who may qualify to receive a pro-rata share of such a Performance Bonus, the Company authorized
full discretion to the Board in making such determinations.

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

 As
at September 30, 2025, no bonusable event had occurred and there was no Performance Bonus payable.

 Impact
of Inflation

 We
believe that inflation has not had a material impact on our results of operations for the year ended September 30, 2025. We cannot assure
you that future inflation will not have an adverse impact on our operating results and financial condition.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

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

 Item
8. Financial Statements and Supplementary Data.

INC.

FINANCIAL STATEMENTS

 Fiscal
Year ending September 30, 2025

 CONSOLIDATED BALANCE SHEETS

 CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 Report
of Independent Registered Public Accounting Firm

 To
the Shareholders and Directors of

 Voip-Pal.com
Inc.

 Opinion
on the Consolidated Financial Statements

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

 Going
Concern

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

 Basis
for Opinion

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

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

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

 We
have served as the Company's auditor since 2015.

 /s/
 DAVIDSON & COMPANY LLP

 Vancouver, Canada

 Chartered Professional Accountants

 PCAOB ID: 731

 December
19, 2025

INC.

BALANCE SHEETS

 As
at

in U.S. Dollars)

 2025

 2024

 ASSETS

 CURRENT

 Cash

 $
 1,060,499

 $
 2,369,413

 Restricted cash

 40,250

 40,250

 Prepaid expense (Note 8)

 40,295

 30,721

 Retainer (Note 5)

 2,155

 18,749

 TOTAL ASSETS

 $
 1,143,199

 $
 2,459,133

 LIABILITIES

 CURRENT

 Accounts payable and accrued liabilities

 $
 173,932

 $
 300,782

 TOTAL LIABILITIES

 173,932

 300,782

 STOCKHOLDERS' EQUITY

 SHARE CAPITAL (Note 10)
Authorized 10,000,000,000 (2024 – 8,000,000,000) common shares, par value of $ 0.001 and 2,000,000 (2024 – 1,000,000) preferred shares, par value of $ 0.01 Issued 3,746,305,519 common shares (2024 – 3,589,945,275) 926,438 preferred shares (2024 – 787,916)

 $
 3,222,771

 $
 3,066,411

 OBLIGATION TO ISSUE SHARES (Note 14)

 -

 PREFERRED SHARE CAPITAL (Note 10)

 9,264

 7,879

 ADDITIONAL PAID-IN CAPITAL (Note 10)

 107,322,167

 102,090,843

 DEFICIT

 ( 109,584,935
)

 ( 103,357,782
)

 TOTAL STOCKHOLDERS' EQUITY

 969,267

 2,158,351

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 1,143,199

 $
 2,459,133

 Nature
and Continuance of Operations (Note 1)

 Contingent
Liabilities (Note 14)

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

INC.

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

 For
the Fiscal Years ending

in U.S. Dollars)

 2025

 2024

 EXPENSES

 Amortization (Note 6)

 $
 -

 $
 71,232

 Officers and Directors fees (Note 8)

 1,556,280

 4,344,426

 Legal fees

 841,258

 1,657,665

 Office & general

 336,087

 343,553

 Patent consulting fees

 18,022

 18,000

 Professional fees & services

 3,493,109

 3,478,868

 Recovery of expenses previously paid

 -

 ( 250,000

 Total expenses

 $
 6,244,756

 $
 9,663,744

 OTHER INCOME

 Impairment on intangible assets (Note 6)

 -

 157,450

 Loss on settlement of litigation (Note 12, 14)

 -

 Gain on settlement of accounts payable (Note 12)

 ( 17,603
)

 -

 Total other income

 ( 17,603
)

 508,450

 LOSS AND COMPREHENSIVE LOSS FOR THE YEAR

 $
)

 $
)

 Basic and diluted loss per common share

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted-average number of common shares outstanding, basic and diluted

 3,656,152,334

 3,242,657,558

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

INC.

STATEMENTS OF CASH FLOWS

 For
the Fiscal Years ended

in U.S. Dollars)

 2025

 2024

 Cash Flows used in Operating Activities

 Loss for the year

 $
)

 $
)

 Add items not affecting cash:

 Shares issued for services

 Preferred shares issued for anti-dilution

 1,385

 Amortization

 -

 71,232

 Gain on settlement of accounts payable

 ( 17,603
)

 -

 Loss on settlement of litigation

 -

 Impairment on intangible assets

 -

 157,450

 Stock-based compensation

 4,399,684

 7,017,925

 Changes in non-cash working capital:

 Retainer

 16,594

 17,434

 Restricted cash

 -

 ( 40,250
)

 Accounts payable and accrued liabilities

 ( 47,247
)

 239,020

 Prepaid expense

 ( 9,574
)

 ( 24,721
)

 Cash Flows Used in Operations

 ( 1,858,914
)

 ( 2,358,051
)

 Cash Flows from Financing Activities

 Proceeds from private placement

 550,000

 2,759,875

 Loan repayments

 -

 ( 250,000
)

 Cash Flows Provided by Financing Activities

 550,000

 2,509,875

 Increase (decrease) in cash

 ( 1,308,914
)

 151,824

 Cash, beginning of the year

 2,369,413

 2,217,589

 Cash, end of the year

 $
 1,060,499

 $
 2,369,413

 Supplemental
cash flow information (Note 9)

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

INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

in U.S. dollars)

 Number

 Par Value

 Number

 Par Value

 Value

 Capital

 Deficit

 Total

 Common Shares

 Preferred Shares

 Shares to

 be Issued

 Additional

 Paid-in

 Number

 Par Value

 Number

 Par Value

 Value

 Capital

 Deficit

 Total

 Balance at September 30, 2023

 3,015,525,291

 $

 2,491,993

 735,031

 $

 7,350

 $

 -

 $

 93,112,937

 $

 ( 93,185,588

)

 $

 2,426,692

 Shares issued for private placement

 551,974,976

 551,975

 -

 -

 -

 2,207,900

 -

 2,759,875

 Share cancelled for private placement returned

 ( 50,000,000

)

 ( 50,000

)

 -

 -

 -

 ( 200,000

)

 -

 ( 250,000

)

 Shares issued for services

 5,000

 -

 -

 -

 20,000

 -

 Shares issued – preferred shares

 -

 -

 52,885

 -

 ( 476

)

 -

 Stock-based compensation

 -

 -

 -

 -

 -

 7,017,925

 -

 7,017,925

 Exercise of stock options

 45,000

 -

 -

 -

 ( 45,000

)

 -

 -

 Return to treasury for cashless option exercise

 ( 10,841,192

)

 ( 10,842

)

 -

 -

 -

 10,842

 -

 -

 Exercise of warrants

 45,000

 -

 -

 -

 ( 45,000

)

 -

 -

 Return to treasury for cashless warrant exercise

 ( 11,713,800

)

 ( 11,715

)

 -

 -

 -

 11,715

 -

 -

 Loss on settlement of litigation

 -

 -

 -

 -

 -

 -

 Loss for the year

 -

 -

 -

 -

 -

 -

)

)

 Balance at September 30, 2024

 3,589,945,275

 $

 3,066,411

 787,916

 $

 7,879

 $

 $

 102,090,843

 $

 ( 103,357,782

)

 $

 2,158,351

 Balance

 3,589,945,275

 $

 3,066,411

 787,916

 $

 7,879

 $

 $

 102,090,843

 $

 ( 103,357,782

)

 $

 2,158,351

 Shares issued for private placement

 110,000,000

 110,000

 -

 -

 -

 440,000

 -

 550,000

 Shares issued for services

 5,000

 -

 -

 -

 20,000

 -

 Shares issued to settle accounts payable

 5,000

 -

 -

 -

 57,000

 -

 62,000

 Shares issued – preferred shares

 -

 -

 138,522

 1,385

 -

 -

 -

 1,385

 Stock-based compensation

 -

 -

 -

 -

 -

 4,399,684

 -

 4,399,684

 Exercise of stock options

 5,000

 -

 -

 -

 ( 5,000

)

 -

 -

 Return to treasury for cashless option exercise

 ( 1,655,629

)

 ( 1,656

)

 -

 -

 -

 1,656

 -

 -

 Exercise of warrants

 5,000

 -

 -

 -

 ( 5,000

)

 -

 -

 Return to treasury for cashless warrant exercise

 ( 1,984,127

)

 ( 1,984

)

 -

 -

 -

 1,984

 -

 -

 Loss on settlement of litigation

 30,000,000

 30,000

 -

 -

 ( 351,000

)

 321,000

 -

 -

 Loss for the year

 -

 -

 -

 -

 -

 -

)

)

 Balance at September 30, 2025

 3,746,305,519

 $

 3,222,771

 926,438

 $

 9,264

 $

 -

 $

 107,322,167

 $

 ( 109,584,935

)

 $

 969,267

 Balance

 3,746,305,519

 $

 3,222,771

 926,438

 $

 9,264

 $

 -

 $

 107,322,167

 $

 ( 109,584,935

)

 $

 969,267

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

INC.

 Notes

 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
consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and
discharge of liabilities in the normal course of business. The Company is in various stages of product development and continues to incur
losses and, as at September 30, 2025, had an accumulated deficit of $ 109,584,935 (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 the exercise of warrants from investors. These material uncertainties raise substantial doubt about the Company's ability to
continue as a going concern. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values
of assets and liabilities may be required. There can be no assurance that capital will be available as necessary to meet these continued
developments and operating costs or, if the capital is available, that it will be on terms acceptable to the Company. The issuances of
additional stock by the Company may result in a significant dilution in the equity interests of its current shareholders. 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 consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States of America ("US GAAP").

INC.

 Notes

 NOTE
3. SIGNIFICANT ACCOUNTING POLICIES

 Principles
of Consolidation

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

 Use
of Estimates

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

 Cash
and Restricted Cash

 Cash
consists of cash on hand, cash held in trust, and monies held in checking and savings accounts. The Company had $ 1,060,499 in cash on
September 30, 2025 (September 30, 2024 - $ 2,369,413). The Company also had $ 40,250 restricted cash on September 30, 2025 (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.

 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.

INC.

 Notes

 NOTE
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

 -

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

 -

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

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

 Income
Taxes

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

 The
Company's policy is to classify income tax assessments, if any, for interest expense and for penalties in general and administrative
expenses. The Company's income tax returns are subject to examination by the IRS and corresponding states.

 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 outstanding options and warrants outstanding during each period. To calculate diluted
loss per share, the Company uses the treasury stock method and the if-converted method.

 For
the year ended September 30, 2025 and the year ended September 30, 2024, there were 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 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 shared issued having the equivalent of 1,550 votes. Preferred shares issued by the
Company are not convertible into or exchangeable for common shares and they are not exchangeable for equity nor redeemable for cash.
The preferred shares do not pay dividends. The preferred shares cannot be sold, exchanged or transferred to another party.

 Stock-Based
Compensation

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

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

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

INC.

 Notes

 NOTE
3. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

 Concentrations
of Credit Risk

 The
Company's policy is to maintain cash with reputable financial institutions or in retainers with trusted vendors. The Company has
at times had cash balances at financial institutions in excess of the Federal Deposit Insurance Corporation (FDIC) Insurance Limit of
$ 250,000; however, has not experienced any losses to date as a result. As of September 30, 2025, the Company's bank operating account
balances exceeded the FDIC Insurance Limit of $ 250,000 by $ 810,499.

 Recent
Accounting Pronouncements and Adoption

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

 NOTE
4. PURCHASE OF DIGIFONICA

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

 The
SPA included an anti-dilution clause (the "Anti-Dilution Clause") that required the Company to maintain the Seller's
percentage ownership of the Company at 40 % by issuing the Seller a proportionate number of common shares of any future issuance of the
Company's common shares. Shares issued pursuant to the Anti-Dilution Clause were recorded as a share issuance cost within the Additional
Paid-in Capital account (Notes 8 and 10).

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

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"). Each of the warrant issuance and the preferred share issuance required under the
2023 Amendments are to occur at the close of each quarterly reporting period. As a result of the 2023 Amendments, the Seller was issued
 831,466,899 share purchase warrants and 138,420 series A preferred shares on June 30, 2023. Shares and warrants issued pursuant to the
Anti-Dilution Clause are recorded as a share issuance cost within the additional paid-in capital account.

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

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

INC.

 Notes

 NOTE
5. RETAINER

 The
Company has retainers with certain of its professional service providers. The balance due on these prepaid retainers was $ 2,155 as of
September 30, 2025, and $ 18,749 for the year ended 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.

 NOTE
6. INTANGIBLE ASSETS

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

 As
at September 30, 2024, the Company concluded that the carrying value of the intangible assets were fully impaired based on its estimate
of fair value is lower than the carrying value of the intangible asset.

 A
summary of intangible assets as of September 30, 2025 and September 30, 2024 is as follows:

 SCHEDULE OF INTANGIBLE ASSETS

 2025

 2024

 VoIP Intellectual property and patents

 $
 -

 $
 1,552,416

 Impairment

 -

 ( 157,450
)

 Accumulated amortization

 -

 ( 1,394,966
)

 Net book value

 $
 -

 $
 -

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

 NOTE
7. LOAN PAYABLE

 The
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 $ 0.005. In connection with certain allegations arising under the Securities Exchange Act of 1934, as amended the related party
surrendered the Shares to the Corporation for cancellation in consideration for issuance of an unsecured promissory note of the Company
in the principal amount of $ 250,000.

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

 NOTE
8. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

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

 Compensation
paid or accrued to key management for services during the years ended September 30, 2025 and 2024 includes:

 SCHEDULE OF COMPENSATION PAID OR ACCRUED TO KEY MANAGEMENT FOR SERVICES

 2025

 2024

 Management fees paid to the CEO

 $
 48,000

 $
 32,900

 Management fees paid to the current CFO

 67,200

 63,750

 Fees paid or accrued to Directors

 71,000

 54,000

 Stock-based compensations (Note 11)

 1,479,014

 4,193,110

 Total fees paid

 $
 1,665,214

 $
 4,343,760

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

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

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

INC.

 Notes

 NOTE
9. SUPPLEMENTAL CASH FLOW INFORMATION

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

 NOTE
10. SHARE CAPITAL

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

 -

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

 -

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

 Issues
during the year ended September 30, 2025

the year ended September 30, 2025, the Company issued:

 _

 110,000,000 common shares
 priced at $ 0.005 per share for cash proceeds of $ 550,000 from a private placement of common shares.

 _

 for services with a value of $ 25,000.

 _

 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.

 _

 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.

 _

 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.

 Issues
during the year ended September 30, 2024

the year ended September 30, 2024, the Company issued:

 -

 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.

 -

 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.

 -

 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.

 Subsequent
Issues

 Subsequent
to the year ended September 30, 2025, on October 14, 2025, the Company issued 3,000,000 common shares priced at $ 0.005 per share for
cash proceeds of $ 15,000 from a private placement of common shares.

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

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

 Subsequent
to the year ended September 30, 2025, on October 10, 2025, the Board of the Company approved a personal loan of up to $60,000 to Emil
Malak. As of the date of this report, $ 35,000 has been advanced under the loan. The loan bears interest at an annual rate of 5 % and has
a term of one year.

INC.

 Notes

 NOTE
11. STOCK-BASED COMPENSATION

 Common
Share Purchase Warrants

 As
of September 30, 2025, there are 3,888,393,999 (September 30, 2024 - 2,799,028,550) outstanding share purchase warrants to be exercised.

 The
following table summarizes the Company's warrant transactions:

 SCHEDULE OF STOCK WARRANT TRANSACTIONS

 Number of
 warrants

 Weighted average
 exercise price

 Balance September 30, 2023

 1,862,937,461

 $
 0.0019

 Issued

 985,091,089

 0.004

 Exercised

 ( 45,000,000
)

 0.005

 Cancelled

 ( 4,000,000
)

 0.005

 Balance September 30, 2024

 2,799,028,550

 $
 0.0027

 Issued

 1,101,365,449

 0.004

 Exercised

 ( 5,000,000
)

 0.005

 Cancelled

 ( 7,000,000
)

 0.005

 Balance September 30, 2025

 3,888,393,999

 $
 0.003

 The
following table summarizes the share purchase warrants outstanding at September 30, 2025:

 SCHEDULE OF PURCHASE WARRANTS OUTSTANDING

 Grant Date

 Warrants
 Outstanding

 Exercise
 Price

 Remaining
 Contractual
 Life (Years)

 Number of
 Warrants
 Currently
 Exercisable

 4/12/2021

 621,470,562

 $
 0.001

 5.53

 621,470,562

 5/30/2022

 360,000,000

 0.005

 1.66

 360,000,000

 6/30/2023

 831,466,899

 0.001

 7.75

 831,466,899

 1/12/2024

 137,091,089

 0.001

 8.29

 137,091,089

 4/25/2024

 203,000,000

 0.005

 8.57

 203,000,000

 6/12/2024

 10,000,000

 0.005

 8.70

 -

 8/18/2024

 50,000,000

 0.005

 8.89

 50,000,000

 8/18/2024

 447,000,000

 0.005

 8.89

 -

 9/6/2024

 0.005

 3.94

 9/12/2024

 54,000,000

 0.005

 3.95

 54,000,000

 9/17/2024

 28,000,000

 0.005

 3.97

 28,000,000

 10/09/2024

 357,865,449

 0.001

 9.03

 357,865,449

 10/29/2024

 3,000,000

 0.005

 4.08

 3,000,000

 11/13/2024

 0.005

 4.12

 12/02/2024

 1,000,000

 0.005

 4.18

 1,000,000

 12/20/2024

 3,000,000

 0.005

 4.22

 3,000,000

 01/02/2025

 6,000,000

 0.005

 4.26

 6,000,000

 01/16/2025

 55,000,000

 0.005

 9.30

 -

 01/19/2025

 7,000,000

 0.005

 9.31

 -

 01/22/2025

 13,000,000

 0.005

 9.32

 -

 02/14/2025

 21,000,000

 0.005

 9.38

 21,000,000

 07/16/2025

 622,500,000

 0.005

 9.80

 622,500,000

 08/23/2025

 0.005

 9.80

 09/24/2025

 2,000,000

 0.005

 9.99

 2,000,000

 3,888,393,999

 $
 0.003

 7.39

 3,356,393,999

the year ended September 30, 2025, on September 24, 2025, the Company issued 2,000,000 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 4.16 %, expected life of 10 years, annualized historical volatility
of 114.23 % and a dividend rate of 0 %. Expected volatilities are based on the historical volatility of the Company's stock and other
factors. The weighted-average fair value per warrant is $ 0.013. During the year ended September 30, 2025, share-based compensation of
$ 26,498 (2024 - $ nil) was recorded within the additional paid-in capital account, which was included as "Professional fees and

 VOIP-PAL.COM INC.

 Notes to the Consolidated Financial Statements

 (Expressed in United States Dollars)

 September 30, 2025

 NOTE 11. STOCK-BASED COMPENSATION (CONT'D)

the year ended September 30, 2025, on August 23, 2025, the Company issued 5,000,000 warrants to purchase common shares at a price of
$ 0.005 per share for a period of 10 years from the 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 4.28 %, expected life of 9.9 years, annualized historical volatility
of 143.07 % and a dividend rate of 0 %. Expected volatilities are based on the historical volatility of the Company's stock and other
factors. The weighted-average fair value per warrant is $ 0.006. During the year ended September 30, 2025, share-based compensation of
$ 35,415 (2024 - $ nil) was recorded within the additional paid-in capital account, which was included as "Professional fees and

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

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

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

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

the year ended September 30, 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 for professional services received. Exercisability
of the warrants is contingent on the occurrence of certain events. The following assumptions were used for the Black-Scholes valuation
of these warrants on grant date as follows: risk-free rate of 4.61 %, expected life of 10 years, annualized historical volatility of 143.01 %
and a dividend rate of 0 %. Expected volatilities are based on the historical volatility of the Company's stock and other factors.
The weighted-average fair value per warrant is $ 0.008. During the year ended September 30, 2025, management assessed that the probability
that the condition will be met is approximately 2%, accordingly, share-based compensation of $ 8,562 (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.

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

 VOIP-PAL.COM INC.

 Notes to the Consolidated Financial Statements

 (Expressed in United States Dollars)

 September 30, 2025

 NOTE 11. STOCK-BASED COMPENSATION (CONT'D)

the year ended September 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 year ended September 30, 2025, share-based compensation of
$ 16,862 (2024 - $ nil) was recorded within the additional paid-in capital account, which was included as "Professional fees and

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

the year ended September 30, 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 year ended September 30, 2025, share-based compensation of
$ 32,558 (2024 - $ nil) was recorded within the additional paid-in capital account, which was included as "Professional fees and

the year ended September 30, 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 year ended September 30, 2025, share-based compensation of
$ 19,649 (2024 - $ nil) was recorded within the additional paid-in capital account, which was included as "Professional fees and

the year ended September 30, 2025, as of October 9, 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 year ended September 30, 2025, $ 3,577,476 (2024 - $ nil) was recorded as share based compensation and as a share issuance
cost, resulting in a nil effect, within the additional paid-in capital account.

the year ended September 30, 2024, on September 17, 2024, the Company issued 29,000,000 warrants to purchase common shares at a price
of $ 0.005 per share for a period of 5 years from the date 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 3.44 %, expected life of 5 years, annualized historical volatility
of 144.95 % and a dividend rate of 0 %. Expected volatilities are based on the historical volatility of the Company's stock and other
factors. The weighted-average fair value per warrant is $ 0.010.

 VOIP-PAL.COM INC.

 Notes to the Consolidated Financial Statements

 (Expressed in United States Dollars)

 September 30, 2025

 NOTE 11. STOCK-BASED COMPENSATION (CONT'D)

the year ended September 30, 2024, on September 12, 2024, the Company issued 60,000,000 warrants to purchase common shares at a price
of $ 0.005 per share for a period of 5 years from the date of issue to its officers, employees and consultants. The following assumptions
were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.47 %, expected life of 5 years,
annualized historical volatility of 145.06 % and a dividend rate of 0 %. Expected volatilities are based on the historical volatility of
the Company's stock and other factors. The weighted-average fair value per warrant is $ 0.010.

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.

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

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

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

the year ended September 30, 2024, on April 25, 2024, the Company issued 203,000,000 warrants to purchase common shares at a price of
$ 0.005 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 4.70 %, expected life
of 10 years, annualized historical volatility of 136.81 % 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.

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.

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.

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 date of issue to its directors, officers, employees and consultants. On April 24, 2023,
 410,000,000 warrants granted on May 30, 2022, were modified to become fully vested and re-priced all such warrants from $ 0.025 to $ 0.005.
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.

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

INC.

 Notes

 NOTE
11. STOCK-BASED COMPENSATION (CONT'D)

 Common
Share Purchase Options

 In
order to provide incentive to directors, officers, management, employees, consultants and others who provide services to the Company
or any subsidiary (the "Service Providers") to act in the best interests of the Company, and to retain such Service Providers,
the Company has in place an incentive Stock Option Plan (the "Plan") whereby the Company is authorized to issue up to 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.

 The
following table summarizes the Company's stock option transactions:

 SCHEDULE OF STOCK OPTIONS TRANSACTIONS

 Number of
 options

 Weighted average
 exercise price ($)

 Balance September 30, 2023

 209,500,000

 $
 0.005

 Granted

 115,000,000

 0.005

 Exercised

 ( 45,000,000
)

 0.005

 Balance September 30, 2024

 279,500,000

 $
 0.005

 Granted

 -

 -

 Exercised

 ( 5,000,000
)

 0.005

 Balance September 30, 2025

 274,500,000

 $
 0.005

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

 SCHEDULE OF STOCK OPTIONS OUTSTANDING

 Options
 Outstanding

 Exercise
 Price

 Remaining

 Contractual
 Life (Years)

 Number of Options
 Currently Exercisable

 40,000,000

 $
 0.005

 0.56

 40,000,000

 64,500,000

 0.005

 1.67

 64,500,000

 65,000,000

 0.005

 2.67

 65,000,000

 105,000,000

 0.005

 3.29

 105,000,000

 274,500,000

 $
 0.005

 2.36

 274,500,000

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

the year ended September 30, 2024, the Company:

 -
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.

INC.

 Notes

 NOTE
11. STOCK-BASED COMPENSATION (CONT'D)

 Preferred
Share

the year ended September 30, 2025, 138,522 series A preferred shares were issued 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. During the year ended September 30,
2025, share issued cost of $ nil was charged against income from preferred shares issued.

the 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.

the year ended September 30, 2025, total stock-based compensation cost of $ 4,399,684 (2024 - $ 7,017,925) was charged against income from
all options and warrants issued and vested, including the incremental cost resulting from the option and warrant modifications.

 As
at September 30, 2025, the aggregate intrinsic value of the Company's stock options is $ 2,113,650 (2024 - $ 1,173,900), and the
total intrinsic value of options exercised during the year ended September 30, 2025 was $ 38,500 (2024 - $ 189,000).

 As
at September 30, 2025, the aggregate intrinsic value of the Company's common share purchase warrants outstanding is $ 37,732,210
(2024 - $ 18,116,034), the aggregate intrinsic value of the common share purchase warrants exercisable is $ 33,635,810 (2024 - $ 16,196,634),
and the total intrinsic value of common share purchase warrants exercised during the year ended September 30, 2025 was $ 58,500 (2024
- $ 189,000).

 NOTE
12. OTHER ITEMS

 For
the year ended September 30, 2025, other items included gain on settlement of accounts payable of $ 17,603.

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

INC.

 Notes

 NOTE
13. INCOME TAXES

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

 Certain
tax years are subject to examination by the Internal Revenue Service and state taxing authorities. The Company does not believe there
would be any material adjustments upon such examination.

 As
of September 30, 2025 and 2024, the Company had net operating loss carryforwards of approximately $ 84,718,000 and $ 91,501,000 respectively,
to reduce Federal income tax liabilities.

 A
reconciliation of income taxes at statutory rates with the reported taxes is as follows:

 SCHEDULE OF RECONCILIATION OF INCOME TAXES EXPENSES

 2025

 2024

 Loss for the year

 $
)

 $
)

 Expected income tax (recovery)

 $
 ( 1,308,000
)

 $
 ( 2,136,000
)

 Change in statutory, foreign tax, foreign exchange rates and other

 ( 1,000
)

 -

 Permanent Difference

 ( 3,000
)

 1,548,000

 Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses

 3,243,000

 ( 4,216,000
)

 Change in unrecognized deductible temporary differences

 ( 1,931,000
)

 4,804,000

 Total income tax expense (recovery)

 $
 -

 $
 -

 The
significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included
on the consolidated statement of financial position are as follows:

 SCHEDULE OF UNUSED TAX CREDIT AND TAX LOSSES

 2025

 Expiry Date Range

 2024

 Expiry Date Range

 Intangible assets

 $
 7,095,000

 No expiry date

 $
 9,510,000

 No expiry date

 Non-capital losses available for future period

 $
 84,718,000

 No expiry date

 $
 91,501,000

 No expiry date

 Tax
attributes are subject to review, and potential adjustment, by tax authorities.

 NOTE
14. CONTINGENT LIABILITIES

 Patent
Litigation

 The
Company is party to patent and patent-related litigation cases as follows:

 i.

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

 In
April 2020, the Company filed a lawsuit in the United States District Court, Western District of Texas, against Amazon.com, Inc. and
certain related entities, alleging infringement of U.S. Patent No. 10,218,606. On September 5, 2025, the Court granted the parties'
joint motion to dismiss. The case is closed.

 ii.

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

 On
September 25, 2021, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against Verizon and related entities
alleging infringement of U.S. Patent Nos. 8,630,234 and 10,880,721. On July 29, 2024, the Court issued an order granting T-Mobile's
motion for summary judgment of non-infringement. On August 15, 2024, the Court entered final judgment of non-infringement. On August
29, 2024, Verizon filed a motion for attorneys' fees. On September 12, 2024, VoIP-Pal filed a motion for reconsideration of the
final judgment. On September 19, Verizon filed a motion for entry of bill of costs. On August 8, 2025, the Court denied Verizon's
motion for attorneys' fees and granted-in-part its motion for entry of bill of costs. On September 26, 2025, the parties filed
a stipulation of dismissal with prejudice of all claims with each side to bear their own fees and costs. The case is closed.

 iii.

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

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

 iv.

 VoIP-Pal.com, Inc. v. Verizon
 Communications, Inc. 25-1602-IH

 On
March 26, 2025, the Company filed a Notice of Appeal to the Federal Circuit in Case No. 6-21-cv-672. On April 28, 2025, the Court consolidated
the appeal with appeal No. 25-1603. On September 26, 2025, the parties filed a Joint Stipulation of Voluntary Dismissal. On October 24,
2025, the Federal Circuit ordered that the appeal be voluntarily dismissed with each side to bear their own costs. The case is closed.

 VOIP-PAL.COM INC.

 Notes to the Consolidated Financial Statements

 (Expressed in United States Dollars)

 September 30, 2025

 NOTE 14. CONTINGENT LIABILITIES (CONT'D)

 v.

 Vo IP-Pal.com, Inc. v.
 T-Mobile USA, Inc. 25-1603-IH

 On
March 26, 2025, the Company filed a Notice of Appeal to the Federal Circuit in Case No. 6-21-cv-674. On April 28, 2025, the Court consolidated
the appeal with appeal No. 25-1602. On October 7, 2025, the parties filed a Joint Stipulation of Voluntary Dismissal. On October 24,
2025, the Federal Circuit ordered that the appeal be voluntarily dismissed with each side to bear their own costs. The case is closed.

 vi.

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

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

 vii.

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

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

 viii.

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

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

 ix.

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

 This
was an antitrust litigation case filed on August 17, 2024. This case was voluntarily dismissed on October 25, 2024.

 x.

 Leon, et al. v. AT&T,
 et al., 24-cv-02397-RDM

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

 xi.

 VoIP-Pal v. AT&T, et
 al., 1:24-cv-03051-RDM

 This
is an on-going antitrust litigation case filed on October 25, 2024. It was amended on December 17, 2024, and a second amended complaint
was filed on August 22, 2025. The defendants have filed a motion to dismiss. That motion is fully briefed and we are waiting for the
Court's decision. It is too early in the litigation to predict the anticipated results.

 xii.

 Inza, et al. v. AT&T,
 et al., 24-cv-03054-RDM

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

 xiii.

 VoIP-Pal v. Apple, et al.,
 25-cv-01843-RDM

 This
is an antritrust lawsuit filed on June 11, 2025, amended on September 21, 2025. The Defendant's responsive pleading is due on January
15, 2025. It is too early in the litigation to predict the anticipated results.

 xiv.

 Inza, et al. v. Apple,
 et al., 25-cv-01970-RDM

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

INC.

 Notes

 NOTE
14. CONTINGENT LIABILITIES (CONT'D)

 Non-Patent
Litigation

 The
Company is party to non-patent litigation cases as follows:

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

 On
January 1, 2020, the Plaintiffs filed suit in Nevada District Court claiming that they were owed 95,832,000 Voip-Pal common shares from
a previous case involving the Plaintiff and the Defendant that had been through a jury trial in 2019, in which the jury had made an award
to the Plaintiff that was monetary only, and did not include said shares - following the jury's decision in the 2019 trial, the
Plaintiff accepted the award and waived their right to appeal. Voip-Pal vigorously disputed the Plaintiff's 2020 claims on the
basis of claim preclusion (the 2020 claims were addressed in the previous action in 2019 and are now precluded); that Plaintiffs'
claims are untimely, and that the Plaintiffs no longer have standing to bring their claims.

the year ended September 30, 2022, the Court entered a judgment in favor of VoIP-Pal.com Inc. and co-defendants, dismissing the 2020
case. The Plaintiffs filed an appeal with the Nevada Supreme Court.

the year ended September 30, 2023, following a hearing of the appeal, the Nevada Supreme Court ruled to reverse the lower court's
judgment and remanded the case back to the lower court for further proceedings. The Defendants (Voip-Pal et al) filed a motion to the
Supreme Court for reconsideration, however that motion was denied, and a trial date was set for November 28, 2023.

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

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

 Performance
Bonus Payable

 In
2016, the board of directors authorized the Company to provide a performance bonus (the "Performance Bonus") of up to 3 %
of the capital stock of the Company by way of the issuance of Common shares from its treasury to an as yet undetermined group of related
and non-related parties upon the occurrence of a bonusable event, defined as the successful completion of a sale of the Company or substantially
all its assets, or a major licensing transaction. In order to provide maximum flexibility to the Company with respect to determining
the level of Performance Bonus payable, and who may qualify to receive a pro-rata share of such a Performance Bonus, the Company authorized
full discretion to the Board in making such determinations.

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

 As
at September 30, 2025 and 2024, no bonusable event has occurred and there was no Performance Bonus payable.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 There
have been no changes in or disagreements with accountants on accounting or financial disclosure matters.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

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

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

 Management's
Report on Internal Control over Financial Reporting

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

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

 Change
in ICFR

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

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

 As
of September 30, 2025, management believes that we are making progress to remediate the 2024 Material Weaknesses relating to its lack
of proper controls over financial reporting of unusual and complex transactions. However, other than as described in the preceding paragraph,
there were no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Evaluation
of Effectiveness of ICFR

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

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

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

 -

 No formal codes of conduct.

 -

 No dual authorization on
 bank disbursements.

 -

 Lack of reconciliation
 and reviews

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

 Remediation

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

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

 Item
9B. Other Information.

 No t
Applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

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

 Name

 Age

 Position

 Year
 Appointed

 Emil Malak

 Director, Chief Executive Officer, President

 2014

 Jin Kuang

 Chief Financial Officer

 2023

 Kevin Williams

 Director, Former Chief Financial Officer

 2021

 Dennis Chang

 Independent Director

 2021

 Clifton Saylor

 Independent Director

 2022

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

 -

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

 -

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

 -

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

 -

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

 -

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

 Item
11. Executive Compensation.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Shares Awarded

 Price per Share
 ($)

 Award Value
 ($)

 Option Awards
 ($)

 All Other Compensation
 ($)

 Total
 ($)

 Emil Malak (1)

 2025

 48,000

 -

 -

 -

 -

 -

 314,684

 362,684

 CEO, President, Director

 2024

 27,611

 -

 -

 -

 -

 -

 2,036,209
 (1)

 2,063,820

 Jin Kuang (2)

 2025

 67,200

 -

 -

 -

 -

 -

 62,937

 130,137

 CFO

 2024

 63,750

 -

 -

 -

 -

 -

 551,243

 614,993

 Kevin Williams (3)

 2025

 18,000

 -

 -

 -

 -

 -

 251,747

 269,747

 Former CFO, Director

 2024

 18,000

 -

 -

 -

 -

 -

 490,000

 508,000

 Dennis Chang (3)

 2025

 53,000

 -

 -

 -

 -

 -

 251,747

 304,747

 Director

 2024

 36,000

 -

 -

 -

 -

 -

 490,000

 526,000

 Clifton Saylor (4)

 2025

 Nil

 -

 -

 -

 -

 -

 346,152

 346,152

 Director

 2024

 Nil

 -

 -

 -

 -

 -

 490,000

 490,000

 Austin McDonald (5)

 2025

 Nil

 -

 -

 -

 -

 -

 251,747

 251,747

 Director

 2024

 Nil

 -

 -

 -

 -

 -

 140,947

 140,947

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

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

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

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

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

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

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

 Name of
 Beneficial Owner

 Amount of

 Direct
 Ownership

 Amount of

 Indirect
 Ownership

 Percent of
 Class

 Emil Malak

 Nil

 Nil

 0.00
 %

 Jin Kuang

 Nil

 0.00
 %

 Kevin Williams

 Nil

 Nil

 0.00
 %

 Dennis Chang

 Nil

 Nil

 0.00
 %

 Clifton Saylor

 Nil

 87,333,334
 (1)

 2.33
 %

 Austin McDonald

 5,400,000

 Nil

 0.14
 %

 (1)

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

 Item
13. Certain Relationships and Related Transactions.

 Related
Party Transactions

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

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

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

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

 Director
Independence

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

 Item
14. Principal Accounting Fees and Services.

 Audit
Fees and Services

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

 2024
 to 2025

 Audit Fees

 $

 59,720 CAD

 Audit-Related Fees

 $

 42,512 CAD

 Tax Fees

 $

 Nil

 All Other Fees

 $

 Nil

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

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

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

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

 Item
15. Financial Statements and Exhibits.

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

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

 Exhibit
 No.

 Description
 of Exhibits

 3.1

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

 3.2

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

 10.1

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

 10.2

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

 31.1

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

 31.2

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

 32.1

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

 101.INS

 101.SCH

 Schema Document

 101.CAL

 Calculation Linkbase Document

 101.DEF

 Definition Linkbase Document

 101.LAB

 Label Linkbase Document

 101.PRE

 Presentation Linkbase Document

 Cover Page Interactive

 *
Filed herewith

 SIGNATURES

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

 VoIP-Pal. Com Inc.

 Date: December 23, 2025

 By:

 /s/ Emil
 Malak

 Emil Malak

 Chief Executive Officer

 Date: December 23, 2025

 By:

 /s/ Jin Kuang

 Jin Kuang

 Chief Financial Officer