Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: March 31, 2024

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

Commission File Number: 000-55613

VoIP-PAL.COM INC.

(Exact name of Registrant as specified in its charter)

Nevada

98-0184110

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

7215 Bosque Boulevard, Suite 102
Waco, TX 76710-4020

(Address of principal executive offices)

954-495-4600

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

As of May 15, 2024, the Registrant had 3,257,484,267 shares of Common Stock outstanding.

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4.	Controls and Procedures.	22

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings.	23
Item 1A.	Risk Factors.	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24
Item 3.	Defaults Upon Senior Securities.	24
Item 4.	Mine Safety Disclosures.	24
Item 5.	Other Information.	24
Item 6.	Exhibits.	24

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited – prepared by management)

As at March 31, 2024

(Expressed in U.S. Dollars)

	March 31, 2024			September 30, 2023

ASSETS

CURRENT

Cash	$	2,244,991		$	2,217,589
Prepaid expense		3,000			6,000
Retainer (Note 5)		17,262			36,183
TOTAL CURRENT ASSETS		2,265,253			2,259,772
NON-CURRENT

Fixed assets (Note 6)		1,002			2,132
Intellectual VoIP communications patent properties, net (Note 7)		-			226,550

TOTAL ASSETS	$	2,266,255		$	2,488,454

LIABILITIES

CURRENT

Accounts payable and accrued liabilities	$	209,843		$	61,762
Loan payable (Note 8)		125,000			-

TOTAL LIABILITIES		334,843			61,762

STOCKHOLDERS’ equity

SHARE CAPITAL (Note 11)		2,645,911			2,491,993
PREFERRED SHARE CAPITAL (Note 11)		7,879			7,350
ADDITIONAL PAID-IN CAPITAL (Note 11)		95,698,183			93,112,937
DEFICIT		(96,420,561	)		(93,185,588	)
TOTAL STOCKHOLDERS’ EQUITY		1,931,412			2,426,692

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,266,255		$	2,488,454

Nature and Continuance of Operations (Note 1)

Contingent Liabilities (Note 13)

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

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Unaudited – prepared by management)

(Expressed in U.S. Dollars)

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	March 31, 2024			March 31, 2023			March 31, 2024			March 31, 2023

EXPENSES

Amortization (Note 6 & 7)	$	35,115		$	35,114		$	70,230		$	70,229
Officers and Directors fees (Note 9 &12)		1,293,735			159,305			1,392,596			171,805
Legal fees		424,881			505,331			679,954			884,415
Office & general		76,716			6,394			140,795			103,419
Patent consulting fees		4,500			-			9,000			414
Professional fees & services (Note 12)		923,707			127,512			1,034,948			221,057
Recovery of expenses previously paid (Note 9)		(250,000	)		(57,320	)		(250,000	)		(59,420	)
Total expenses		2,508,654			776,336			3,077,523			1,391,919
LOSS BEFORE OTHER EXPENSE		(2,508,654	)		(776,336	)		(3,077,523	)		(1,391,919	)

OTHER EXPENSE
Impairment on intangible assets (Note 7)		157,450			-			157,450			-

LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD		(2,666,104	)		(776,336	)		(3,234,973	)		(1,391,919	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted-average number of common shares outstanding, basic and diluted		2,928,923,940			2,221,082,694			3,056,080,979			2,244,627,423

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

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited – prepared by management)

(Expressed in U.S. Dollars)

	Six Months Ended March 31, 2024			Six Months Ended March 31, 2023

Cash Flows used in Operating Activities
Loss for the period	$	(3,234,973	)	$	(1,391,919	)
Add items not affecting cash:
Stock-based compensation		2,082,193			150,805
Shares issued for services		25,000			22,161
Amortization		70,230			70,229
Impairment on intangible assets		157,450
Gain on settlement		-			(59,420	)

Changes in non-cash working capital:
Retainer		18,921			(5,025	)
Accounts payable and accrued liabilities		148,081			117,603
Prepaid expense		3,000			(15,200	)
Cash Flows Used in Operations		(730,098	)		(1,110,766	)

Cash Flows from Financing Activities
Proceeds from private placement		882,500			1,971,850
Loan repayments		(125,000)			-
Cash Flows Provided by Financing Activities		757,500			1,971,850

Increase in cash		27,402			861,084

Cash, beginning of the period		2,217,589			305,485

Cash, end of the period	$	2,244,991		$	1,166,569

Supplemental cash flow information (Note 10)

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

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited – prepared by management)

(Expressed in U.S. dollars)

Six Months Ended March 31, 2023

	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, 2022		1,986,997,863	$	1,463,465		475,000	$	4,750	$	61,320		$	69,064,237	$	(70,076,579	)	$	517,193
Shares issued for private placement		392,370,000		392,370		-		-		10,000			1,569,480		-			1,971,850
Shares issued for services		2,000,000		2,000		121,611		1,216		-			18,945		-			22,161
Share-based compensation		-		-		-		-		-			150,805		-			150,805
Gain on settlement, issuance cancelled		-		-		-		-		(61,320	)				-			(61,320	)
Loss for the period		-				-		-		-			-		(1,391,919	)		(1,391,919	)
Balance at March 31, 2023		2,381,367,863	$	1,857,835		596,611	$	5,966	$	10,000		$	70,803,467	$	(71,468,498	)	$	1,208,770

Three Months Ended March 31, 2023

	Common shares				Preferred shares				Shares to be issued			Additional Paid-in
	Number				Number		Par Value		Value			Capital		Deficit			Total
Balance at Janauy 1, 2023		2,004,797,863	$	1,481,265		475,000	$	4,750	$	61,320		$	69,211,668	$	(70,692,162	)	$	66,841
Shares issued for private placement		374,570,000		374,570		-		-		10,000			1,498,280					1,882,850
Shares issued for services		2,000,000		2,000		121,611		1,216		-			18,945					22,161
Share-based compensation		-		-		-		-		-			74,574					74,574
Gain on settlement, issuance cancelled		-		-		-		-		(61,320	)							(61,320	)
Loss for the period		-				-									(776,336	)		(776,336	)
Balance at March 31, 2023		2,381,367,863	$	1,857,835		596,611	$	5,966	$	10,000		$	70,803,467	$	(71,468,498	)	$	1,208,770

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

VOIP-PAL.com Inc.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited – prepared by management)

(Expressed in U.S. dollars)

Six Months Ended March 31, 2024

	Number						Number		Par Value		Capital			Deficit			Total
	Common shares						Preferred shares				Additional Paid-in
	Number						Number		Par 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		176,500,000			176,500			-		-		706,000			-			882,500
Share cancelled for private placement returned		(50,000,000	)		(50,000	)		-		-		(200,000	)		-			(250,000	)
Shares issued for services		5,000,000			5,000			-		-		20,000			-			25,000
Shares issued – preferred shares		-			-			52,885		529		(476	)		-			53
Shares issued on cashless exercise of stock options		22,417,556			22,418			-		-		(22,418	)		-			-
Stock-based compensation		-			-			-		-		2,082,140			-			2,082,140
Loss for the period		-			-			-		-		-			(3,234,973	)		(3,234,973	)
Balance at March 31, 2024		3,169,442,847		$	2,645,911			787,916	$	7,879	$	95,698,183		$	(96,420,561	)	$	1,931,412

Three Months Ended March 31, 2024

	Common shares						Preferred shares				Additional Paid-in
	Number						Number		Par Value		Capital			Deficit			Total
Balance at January 1, 2024		3,053,173,940		$	2,529,641			735,031	$	7,350	$	93,303,150		$	(93,754,457	)	$	2,085,684
Balance		3,053,173,940		$	2,529,641			735,031	$	7,350	$	93,303,150		$	(93,754,457	)	$	2,085,684
Shares issued for private placement		151,500,000			151,500			-		-		606,000			-			757,500
Share cancelled for private placement returned		(50,000,000	)		(50,000	)		-		-		(200,000	)		-			(250,000	)
Shares issued for services		-			-			-		-		-			-			-
Shares issued – preferred shares		-			-			52,885		529		(476	)		-			53
Shares issued on cashless exercise of stock options		14,768,907			14,770			-		-		(14,770	)		-			-
Stock-based compensation		-			-			-		-		2,004,279			-			2,004,279
Loss for the period		-			-			-		-		-			(2,666,104	)		(2,666,104	)
Balance at March 31, 2024		3,169,442,847		$	2,645,911			787,916	$	7,879		95,698,183		$	(96,420,561	)	$	1,931,412
Balance		3,169,442,847		$	2,645,911			787,916	$	7,879		95,698,183		$	(96,420,561	)	$	1,931,412

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

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS

VOIP-PAL.com, Inc. (the “Company”) was incorporated in the state of Nevada in September 1997 as All American Casting International, Inc. The Company’s registered office is located at 7215 Bosque Blvd, Suite 102, Waco, Texas in the United States of America.

Since March 2004, the Company has developed technology and patents related to Voice-over-Internet Protocol (VoIP) processes. All business activities prior to March 2004 have been abandoned and written off to deficit. The Company operates in one reportable segment being the acquisition and development of VoIP-related intellectual property including patents and technology. All intangible assets are located in the United States of America

In December 2013, the Company completed the acquisition of Digifonica (International) Limited, a private company controlled by the CEO of the Company, whose assets included several patents and technology developed for the VoIP market.

These interim condensed consolidated financial statements have been prepared on the basis of a going concern, which contemplates the realization of assets and discharge of liabilities in the normal course of business. The Company is in various stages of product development and continues to incur losses and, as at March 31, 2024, had an accumulated deficit of $96,420,561 (September 30, 2023 - $93,185,588). The ability of the Company to continue operations as a going concern is dependent upon raising additional working capital, settling outstanding debts and generating profitable operations. These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required. There can be no assurance that capital will be available as necessary to meet these continued developments and operating costs or, if the capital is available, that it will be on terms acceptable to the Company. The 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.

There are many external factors that can adversely affect general workforces, economies and financial markets globally. Examples include, but are not limited to, the COVID-19 global pandemic from March 2020, and political conflict in other regions. It is not possible for the Company to predict the duration or magnitude of adverse results of such external factors and its effect on the Company’s business or ability to raise funds. So far, the Company has had minimal or no impact due to these issues.

NOTE 2. BASIS OF PRESENTATION

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

Certain comparative figures have been reclassified to conform to the current period’s presentation.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

These interim condensed consolidated financial statements have been prepared on a consolidated basis and include the accounts of the Company and its wholly owned subsidiary, Digifonica. All intercompany transactions and balances have been eliminated. As at March 31, 2024, Digifonica had no activities.

Use of Estimates

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

Cash

Cash consists of cash on hand, cash held in trust, and monies held in checking and savings accounts. The Company had $2,244,991 in cash on March 31, 2024 (September 30, 2023 - $2,217,589).

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation, and are depreciated using the straight-line method over their useful lives; Furniture and computers – 5 years.

Intangible Assets

Intangible assets, consisting of VoIP communication patent intellectual properties (IP) are recorded at cost and amortized over the assets estimated life on a straight-line basis. Management considers factors such as remaining life of the patents, technological usefulness and other factors in estimating the life of the assets.

The carrying value of intangible assets are reviewed for impairment by management of the Company at least annually or upon the occurrence of an event which may indicate that the carrying amount may be less than its fair value. If impaired, the Company will write- down such impairment. In addition, the useful life of the intangible assets will be evaluated by management at least annually or upon the occurrence of an event which may indicate that the useful life may have changed.

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurement, defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.

The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount.

Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

U.S. GAAP establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets and liabilities.

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

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

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

Income Taxes

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

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

Loss per Common Share

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted income per share includes potentially dilutive securities such as stock options and share purchase warrants outstanding during each period. To calculate diluted loss per share the Company uses the treasury stock method and the if-converted method.

For the period ended March 31, 2024 and the year ended September 30, 2023, 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 share issued having the equivalent of 1,550 votes. Preferred shares issued by the Company are not convertible into or exchangeable for common shares and they are not exchangeable for equity nor redeemable for cash. The preferred shares do not pay dividends. The preferred shares cannot be sold, exchanged or transferred to another party.

Stock-based compensation

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

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

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Stock-based compensation (cont’d)

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

Concentrations of Credit Risk

The Company’s policy is to maintain cash with reputable financial institutions or in retainers with trusted vendors. The Company has at times had cash balances at financial institutions in excess of the Federal Deposit Insurance Corporation (FDIC) Insurance Limit of $250,000; however, has not experienced any losses to date. As of March 31, 2024, the Company’s bank operating account balances exceeded the FDIC Insurance Limit of $250,000 by $1,994,991.

Recent Accounting Pronouncements and Adoption

The Company has determined that there are no significant newly issued accounting pronouncements that are applicable to the Company’s business or that no material effect is expected on the consolidated financial statements as a result of future adoption.

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 9 and 11).

During the year ended September 30, 2021, on April 12, 2021, the SPA was amended to provide that: a) from its inception until March 31, 2021, the Company would issue warrants to purchase common shares of the Company in an equivalent amount to and instead of the required shares being issued pursuant to the Anti-Dilution Clause; and b) the Anti-Dilution Clause would be null and void from April 1, 2021 forward. As a result of this amendment, the Seller returned 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.

During the year ended September 30, 2023, on April 23, 2023, the SPA was further amended to: a) retroactively reinstate the Anti-Dilution Clause that had been nullified by the amendments made to the STA in April 2021 so that the Company is now required to issue warrants to purchase common shares of the Company in an equivalent amount to and instead of the required shares being issued pursuant to the original Anti-Dilution Clause; and b) require the Company to issue preferred shares with super-voting rights in a sufficient amount in order for the Seller to maintain his 40% voting rights in the Company while his warrants issued pursuant to the original and reinstated Anti-Dilution Clause remain unexercised (“2023 Amendments”). 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.

Pursuant to the 2023 Amendments, during the six months ended March 31, 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 (Note 11).

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 5. RETAINER

The Company has retainers with certain of its professional service providers. The balance due on these prepaid retainers was $17,262 as of March 31, 2024, and $36,183 as of September 30, 2023. 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. FIXED ASSETS

A summary of the Company’s fixed assets as of March 31, 2024 and September 30, 2023 is as follows:

SCHEDULE OF FIXED ASSETS

	March 31, 2024			September 30, 2023
Office furniture & computers	$	11,917		$	11,917
Accumulated depreciation		(10,915	)		(9,785	)
Net book value	$	1,002		$	2,132

There were no retirements of any fixed assets in the periods presented.

NOTE 7. INTANGIBLE ASSETS

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

As at March 31, 2024, the Company concluded that the carrying value of the intangible assets were fully impaired based on its estimate of the costs incurred has exceeded the carrying value of the intangible asset.

A summary of intangible assets as of March 31, 2024 and September 30, 2023 is as follows:

SCHEDULE OF INTANGIBLE ASSETS

	March 31, 2024			September 30, 2023
VoIP Intellectual property and patents	$	1,552,416		$	1,552,416
Impairment		(157,450	)		-
Accumulated amortization		(1,394,966	)		(1,325,866	)
Net book value	$	-		$	226,550

NOTE 8. 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. As of March 31, 2024, loan payable had a balance of $125,000 (2023 - $nil) (Note 9).

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 9. 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 senior officers and members of its Board of Directors.

Compensation paid or accrued to key management for services during the interim periods ended March 31, 2024 and 2023 includes:

	March 31, 2024		March 31, 2023
Management fees paid to the officers		30,000		21,161
Fees paid or accrued to directors		29,000		12,000
Stock-based compensation (Note 11)		1,342,596		-
Total fees paid	$	1,401,596	$	33,161

During the period ended March 31, 2024, a director of the Company forgave $nil (2023 - $2,100) of accrued directors’ fees.

During the period ended March 31, 2024, 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. As of March 31, 2024, loan payable had a balance of $125,000 (2023 - $nil) (Note 8).

At March 31, 2024, included in accounts payable and accrued liabilities is $nil (September 30, 2023 - $5,000) owed to current officers and directors.

At March 31, 2024, included in prepaid expense is $3,000 (September 30, 2023 - $6,000) of prepaid compensation to a director.

NOTE 10. SUPPLEMENTAL CASH FLOW INFORMATION

During the period ended March 31, 2024, the Company paid $Nil (September 30, 2023 - $Nil) in interest or income taxes.

During the six-month period ended March 31, 2024, there were $22,418 of common shares issued on cashless exercise of stock options and $250,000 promissory notes entered on the cancellation of shares (Note 8).

There were no non-cash investing or financing transactions during the six-month periods ended March 31, 2023.

NOTE 11. SHARE CAPITAL

Capital Stock Authorized and Issued as at March 31, 2024:

	−	8,000,000,000 (September 30, 2023 – 5,000,000,000) common voting shares authorized with a par value of $0.001 each, of which 3,169,442,847 (September 30, 2023 – 3,015,525,291) shares are issued.

	−	1,000,000 series A preferred shares authorized with a par value of $0.01 each, of which 787,916 (September 30, 2023 – 735,031) 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 six-month period ended March 31, 2024

During the six-month period ended March 31, 2024, the Company issued:

	−	176,500,000 common shares priced at $0.005 per share for cash proceeds of $882,500 from a private placement of common shares.

	−	50,000,000 common shares were returned to the treasury shares from a private placement of common shares cancelled.

	−	5,000,000 common shares for services with a value of $25,000.

	−	52,885 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $53 in order to bring total series A preferred share ownership to 787,916.

	−	30,000,000 common shares priced at $0.005 per share issuance, offset by 7,582,444 shares returned to treasury pursuant to a cashless option exercise with a net value of $22,418.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 11. SHARE CAPITAL (CONT’D)

Issues during the year ended September 30, 2023

During the year ended September 30, 2023, the Company:

	−	983,720,000 common shares priced at $0.005 per share for cash proceeds of $4,918,600 from a private placement;

	−	831,466,899 warrants to purchase 831,466,899 common shares exercisable at a price of $0.001 to the Seller of Digifonica pursuant to the Anti-Dilution Clause of the amended SPA (Note 4);

	−	121,611 series A preferred shares for services with a value of $12,161 (Note 9);

	−	138,420 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $138;

	−	14,500,000 common shares for services with a value of $72,500; and

	−	32,500,000 common shares priced at $0.005 per share issuance, offset by 2,192,572 shares returned to treasury pursuant to a cashless option exercise with a net value of $30,308.

Subsequent Issues

Subsequent to the period ended March 31, 2024, as of May 13, 2024, the Company issued 81,000,000 common shares priced at $0.005 per share for cash proceeds of $405,000 from a private placement of common shares. Also, as of May 7, 2024, 7,041,420 common shares priced at $0.005 per share issuance were offset by 2,958,580 shares returned to treasury pursuant to a cashless warrant exercise with a value of $35,207.

NOTE 12. STOCK-BASED COMPENSATION

Common Share Purchase Warrants

As of March 31, 2024, there are 1,990,028,550 (September 30, 2023 - 1,862,937,461) outstanding share purchase warrants to be exercised.

The following table summarizes the Company’s warrant transactions:

	Number of warrants			Weighted average exercise price
Balance September 30, 2022		1,031,470,562		$	0.0023
Issued June 30, 2023		831,466,899			0.001
Balance September 30, 2023		1,862,937,461		$	0.0019
Issued January 12, 2024		137,091,089			0.001
Exercised		(10,000,000	)		0.005
Balance March 31, 2024		1,990,028,550		$	0.0018

The following table summarizes the share purchase warrants outstanding at March 31, 2024:

Warrants Outstanding		Exercise Price		Remaining Contractual Life (Years)	Number of Warrants Currently Exercisable
	621,470,562	$	0.001	7.04		621,470,562
	400,000,000		0.005	3.17		400,000,000
	831,466,899		0.001	9.26		831,466,899
	137,091,089		0.001	9.79		137,091,089
	1,990,028,550	$	0.002	7.37		1,990,028,550

During the six-month period ended March 31, 2024, as of January 12, 2024, the Company issued 137,091,089 common share purchase warrants to purchase 137,091,089 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.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 12. STOCK-BASED COMPENSATION (CONT’D)

During the year ended September 30, 2023, the Company:

	−	on April 23, 2023, re-priced 621,470,562 warrants issued on April 12, 2021 from $0.021 to $0.001;

	−	on April 24, 2023, changed the vesting provisions and exercise price of 410,000,000 warrants granted on May 30, 2022, to fully vest and re-price all such warrants from $0.025 to $0.005; and

	−	on June 30, 2023, issued 831,466,899 warrants to purchase common shares at a price of $0.001 per share to the seller of Digifonica pursuant to the reinstated Anti-Dilution Clause of the amended STA (Note 4).

During the six-month ended March 31, 2024, on January 12, 2024, the Company issued 137,091,089 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 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 six months ended March 31, 2024, share issuance cost of $2,431,780 (2023 - $nil) was recorded within the additional paid-in capital account.

During the year ended September 30, 2023, on June 30, 2023, the Company issued 831,466,899 warrants recorded as a share issuance cost to purchase common shares at a price of $0.001 per share for a period of ten years from the date of issue to its directors, officers, employees and consultants. The following assumptions were used for the Black-Scholes valuation of these warrants on grant date as follows: risk-free rate of 3.81%, expected life of 10 years, annualized historical volatility of 143.75% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. The weighted-average fair value per warrant is $0.046.

During the year ended September 30, 2022, on May 30, 2022, the Company issued 410,000,000 warrants to purchase common shares at a price of $0.025 per share for a period of five years from the 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 weighted-average fair value of these warrants issued was $0.036.

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.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 12. STOCK-BASED COMPENSATION (CONT’D)

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, 2022		182,000,000		$	0.024
Granted		75,000,000			0.005
Exercised		(32,500,000	)		0.005
Cancelled / Expired		(15,000,000	)		0.010
Balance September 30, 2023		209,500,000		$	0.005
Granted		115,000,000			0.005
Exercised		(20,000,000	)		0.005
Balance March 31, 2024		304,500,000		$	0.005

The following table summarizes the stock options outstanding at March 31, 2024:

SCHEDULE OF STOCK OPTIONS OUTSTANDING

Options Outstanding		Exercise Price		Remaining Contractual Life (Years)	Number of Options Currently Exercisable
	50,000,000	$	0.005	2.07		50,000,000
	64,500,000		0.005	3.17		64,500,000
	75,000,000		0.005	4.17		68,500,000
	115,000,000		0.005	4.79		112,500,000
	304,500,000	$	0.005	3.84		295,500,000

During the six-month period ended March 31, 2024, 115,000,000 options in the capital stock of the Company were issued, and 20,000,000 options were exercised (Note 11).

During the six-month period ended March 31, 2024, on January 12, 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. 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. During the six months ended March 31, 2024, stock-based compensation cost of $1,927,265 (2023 - $nil) was charged against income from options vested, of which $1,187,668 was included as “Officers and directors fees” and $739,597 was included as “Professional fees and services” in the interim condensed consolidated statements of loss and comprehensive loss.

During the year ended September 30, 2023, the Company:

- on April 24, 2023, re-priced all its previously issued outstanding options to be exercisable at $0.005 per share; and

- on May 31, 2023, granted 75,000,000 options to purchase 75,000,000 common shares at a price of $0.005 per share to its directors, consultants and advisors.

During the year ended September 30, 2023, on May 31, 2023, the Company granted 75,000,000 options to purchase 75,000,000 common shares at a price of $0.005 to its consultants and advisors. The options are exercisable for a period of five years from the date of grant, with 68,500,000 options vesting on the date of the option grant, 3,500,000 options vesting on May 31, 2024, and 3,000,000 options vesting on May 31, 2025. Of the 68,500,000 options vested, 15,000,000 related to replacement options issued from options originally issued on September 21, 2021. The following assumptions were used for the Black-Scholes valuation of stock options on grant date as follows: risk-free rate of 3.74%, expected life of 5 years, annualized historical volatility of 148.52% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. During the six-month period ended March 31, 2024, stock-based compensation cost of $154,875 (2023 - $nil) was charged against income from options vested (included as “Office and general” expense in the interim condensed consolidated statements of loss and comprehensive loss)

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 12. STOCK-BASED COMPENSATION (CONT’D)

During the year ended September 30, 2022, on May 30, 2022, the Company granted 77,000,000 options to purchase 77,000,000 common shares at a price of $0.025 to its consultants and advisors. The options are exercisable for a period of five years from the date of grant, with the first 50% vesting on the date of the option grant and the remaining 50% vesting on May 30, 2023. On April 24, 2023, the stock options issued on May 30, 2022 were re-priced from $0.025 to $0.005. For the incremental cost on the option modification, the following assumptions were used for the Black-Scholes valuation: risk-free rate of 3.60%, expected life of 4.1 years, annualized historical volatility of 174.16% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. During the six-month period ended March 31, 2024, stock-based compensation cost of $nil (2023 - $76,231) was charged against income from options vested under the Plan relating to the May 30, 2022 stock option grant.

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

During the year ended September 30, 2023, 15,000,000 stock options were replaced. For the incremental cost on the option replacement, the following assumptions were used for the Black-Scholes valuation: risk-free rate of 3.74%, expected life of 5 years, annualized historical volatility of 148.52% and a dividend rate of 0%. Expected volatilities are based on the historical volatility of the Company’s stock and other factors.

Preferred Share

During the six-month period ended March 31, 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 six months ended March 31, 2024, share issued cost of $476 (2023 - $nil) was charged against income from preferred shares issued.

During the six-month period ended March 31, 2024, total stock-based compensation cost of $2,082,140 (2023 - $150,805) was charged against income from options vested.

As at March 31, 2024, the aggregate intrinsic value of the Company’s stock options is $3,136,350 (September 30, 2023 - $3,142,500), and the total intrinsic value of options exercised during the six months ended March 31, 2024 is $206,000 (March 31, 2023 - $nil).

NOTE 13. CONTINGENT LIABILITIES

Patent Litigation

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

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. The case is pending.

ii.

VoIP-Pal.com, Inc. v. Verizon Comms., Inc. 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. The case is pending.

iii.

VoIP-Pal.com, Inc. v. T-Mobile US, Inc. et al. Case No. 6-21-cv-668 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. The case is pending.

iv.

VoIP-Pal.com Inc v Huawei Technologies Co, Ltd. et al Case No. 6-21-cv-1247 in US District Court, Western District of Texas

On November 30, 2021, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against Huawei and related entities alleging infringement of U.S. Patent Nos. 8,630,234 and 10,880,721. On January 18, 2023, the Western District of Texas granted Huawei’s motion to transfer the case to the Northern District of Texas. The case no. is 3:23-cv-00151. The case was dismissed on May 13, 2024.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 13. 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.

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

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

During the six months ended March 31, 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 case is now closed.

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. 30,000,000 of the Bonus Shares are restricted from trading under Rule 144 and subject to a voluntary lock-up agreement under which they cannot be traded, pledged, hypothecated, transferred or sold by the holder until such time as the Company has met the requirements of the bonusable event as described above.

As at March 31, 2024 and September 30, 2023, no bonusable event had occurred and there was no Performance Bonus payable.

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

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

The following management’s discussion and analysis (MD&A) should be read in conjunction with our interim condensed consolidated financial statements for the six months ended March 31, 2024 and notes thereto appearing elsewhere in this report, and our audited consolidated financial statements for the year ended September 30, 2023 and notes thereto.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This MD&A for the period ending March 31, 2024 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amending, and Section 21E of the Securities Exchange Act of 1934, as amending. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management based on assumptions made by management and are considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

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

CORPORATE HISTORY, OVERVIEW AND PRINCIPAL BUSINESS

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

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

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

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

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

Results of Operations

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

Comparison of the Three Months Ending March 31, 2024 and 2023

	Three months ending March 31						Increase/
	2024			2023			(Decrease)			Percent
General and administrative expenses	$	(2,723,539	)	$	(798,542	)	$	1,924,997			241	%
Amortization & depreciation		(35,115	)		(35,114	)		1			0	%
Gain on debt settlement		250,000			57,320			(192,680	)		336	%
Impairment on intangible assets		(157,450	)		-			157,450			100	%
Net loss	$	(2,666,104	)	$	(776,336	)	$	1,889,768			243	%

Comparison of the Six Months Ending March 31, 2024 and 2023

	Six months ending March 31						Increase/
	2024			2023			(Decrease)			Percent
General and administrative expenses	$	(3,257,293	)	$	(1,381,110	)	$	1,876,183			136	%
Amortization & depreciation		(70,230	)		(70,229	)		1			0	%
Gain on debt settlement		250,000			59,420			(190,580	)		336	%
Impairment on intangible assets		(157,450	)		-			157,450			100	%
Net loss	$	(3,234,973	)	$	(1,391,919	)	$	1,843,054			132	%

REVENUES, COST OF REVENUES AND GROSS MARGIN

The Company had no revenues, cost of revenues or gross margin for the three- or six-months ending March 31, 2024 and 2023.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ending March 31, 2024 totaled $2,723,539 compared to $798,542 during the same period in 2023. The increase in general and administrative expenses of $1,924,997 or 241% more than in the previous period was primarily due to a $2,004,332 increase in stock-based compensation, offset by a $4,761 decrease in legal fees and other administration expenses.

General and administrative expenses for the six months ending March 31, 2024 totaled $3,257,593 compared to $1,381,110 during the same period in 2023. The increase in general and administrative expenses of $1,876,183 or 136% more than the previous year, was primarily due to a $2,082,193 increase in stock-based compensation offset by a decrease of $55,205 in legal and professional fees and other administration expenses.

AMORTIZATION AND DEPRECIATION

Amortization of intellectual VoIP communications patent properties and depreciation of capital equipment for the three months ending March 31, 2024 totaled $35,115 compared to $35,114 during the same period in 2023. There was minimum change in the amount of amortization or depreciation expense during the three months ending March 31, 2024 and 2023.

Amortization of the intellectual VoIP communications patent properties and depreciation of fixed assets for the six months ending March 31, 2024 totaled $70,230 compared to $70,229 during the same period in 2023. There was no material difference between depreciation and amortization expense for the three- and six-months ending March 31, 2024 as compared to the same periods in 2023.

The Company follows GAAP (ASC 350) and is amortizing its intangibles over the remaining 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 relate primarily to the Company’s acquisition of Digifonica (International) Limited.

OTHER ITEMS

Other items for the three- and six-months ending March 31, 2024 included impairment on intangible assets of $157,450 and $157,450 respectively, compared to $nil and $nil during the same periods in 2023. The Company recorded $157,450 impairment of its intangible assets during the three- and six-months ending March 31, 2024, which was not incurred in the same time periods of last year.

INTEREST EXPENSE

The Company had no financing or interest costs for the three- and six-months ending March 31, 2024 and 2023.

NET LOSS

The Company reported a net loss of $2,666,104 for the three months ending March 31, 2024 compared to a net loss of $776,336 for the same period in 2023. The increase in net loss of $1,889,768, or 243% more than the same period in 2023, was primarily due to an increase in legal and professional fees and stock-based compensation.

The Company reported a net loss of $3,234,973 for the six months ended March 31, 2024 compared to a net loss of $1,391,919 for the same period in 2023. The increase in net loss of $1,843,054, or 132% more than same period in 2023 was due primarily to an increase in legal and professional fees and stock-based compensation.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2024, the Company had an accumulated deficit of $96,420,561 as compared to an accumulated deficit of $93,185,588 at September 30, 2023. As of March 31, 2024, the Company had a working capital of $1,930,410 as compared to a working capital of $2,198,010 at September 30, 2023. The decrease in the Company’s working capital of $267,600 is due to ongoing operating expenses offset by equity raised during the period.

Net cash used by operations for the six months ending March 31, 2024 and 2023 was $730,098 and $1,110,766 respectively. The decrease in net cash used for operations for the six months ending March 31, 2024 as compared to the six months ending March 31, 2023 was primarily due to an decrease in general and administrative expenses and the increase in gain on debt settlement.

Net cash used in investing activities for the six months ending March 31, 2024 and 2023 was $Nil and $Nil, respectively.

Net cash provided from financing activities for the six months ending March 31, 2024 and 2023 was $757,500 and $1,971,850, respectively. The decrease in net cash provided by financing activities of $1,214,350 was due to lower amounts of equity raised and more cash proceeds from private placements during the six months ending March 31, 2024.

Liquidity

The Company primarily finances its operations from cash received through the private placements of its common stock and the exercise of warrants from investors. As at March 31, 2024, the Company had cash of $2,244,991 and current liabilities of $334,843 and incurred net loss of $3,234,973 during the period ended March 31, 2024; accordingly the Company will require additional capital to fund its operations for the next 12 months.

Off Balance Sheet Arrangements

Performance Bonus Payable

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

As at March 31, 2024, no bonusable event has occurred and there is no Performance Bonus payable.

Impact of Inflation

We believe that inflation has not had a material impact on our results of operations for the six months ending March 31, 2024. We cannot assure you that future inflation will not have an adverse impact on our operating results and financial condition.

Impact of COVID-19 and political upheavals

The outbreak of COVID-19 and political upheavals in various countries have caused significant volatility in commodity prices. While these effects are expected to be temporary, the duration of the business disruptions internationally and related financial impact cannot be reasonably estimated at this time.

Item 3. 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 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

At the end of the period covered by this Report for the period ended March 31, 2024, 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). Based upon that evaluation, the Company’s CEO and CFO have concluded that the disclosure controls and procedures were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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 condensed interim consolidated financial statements for external purposes in accordance with IFRS, as issued by the International Accounting Standards Board. 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 condensed interim consolidated financial statements in accordance with IFRS, as issued by the International Accounting Standards Board, 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, 2023, the Company’s auditors noted material weaknesses and made certain recommendations to management regarding material weaknesses related to 1. lack of segregation of duties, 2. lack of an independent audit committee; 3. insufficient number of independent directors; 4. insufficient period-end balance sheet reconciliations and review of journal entries; 5. no formal codes of conduct (the “2023 Material Weaknesses”).

In connection with the 2023 Material Weaknesses, the Company allocated resources to its remediation plan and implemented additional controls during the first six months of 2024 which included the following:

	1)	Hired a new CFO who is not a board member to enable us to have adequate segregation of duties within our internal control system.
	2)	Established an audit committee comprised solely of independent directors.
	3)	Established our board of directors which consists of a majority of independent directors.
	4)	Sufficient period-end balance sheet reconciliations and review of journal entries. With the engagement of a third-party accountant to perform the bookkeeping for the Company, the newly hired CFO and a financial advisor can perform period-end balance sheet reconciliations and review of journal entries on a timely basis.

As of March 31, 2024, management believes the 2023 Material Weaknesses relating to its lack of segregation of duties, lack of an independent audit committee, insufficient number of independent directors, and insufficient period-end balance sheet reconciliations and review of journal entries have been fully remediated. 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 December 31, 2023. 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 Quarterly Report on Form 10-Q that our internal control over financial reporting has 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 March 31, 2024:

No formal codes of conduct.

Despite the absence of a formal code of conduct, management regularly communicates ethical and appropriate behaviour, and has determined that internal control over financial reporting, under the COSO criteria, as a whole, is effective. In addition, no significant deficiencies relating to the design of internal control over financial reporting were identified by management.

Remediation

In response to the material weakness described above, the Company will be implementing a remediation plan to address the material weakness which will include measures to enhance its documentation of a formal code of conduct.

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

PART II—OTHER INFORMATION

Item 1. 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:

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.

ii.

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

iii.

VoIP-Pal.com, Inc. v. T-Mobile US, Inc. et al. Case No. 6-21-cv-668 in the U.S. District Court, Western District of Texas

iv.

VoIP-Pal.com Inc v Huawei Technologies Co, Ltd. et al Case No. 6-21-cv-1247 in US District Court, Western District of Texas

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.

During the year ended September 30, 2023, following a hearing of the appeal, the Nevada Supreme Court ruled to reverse the lower court’s decision 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.

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 case is now closed.

Item 1A. Risk Factors.

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

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

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 for sales within the United States and by Regulation S of the Securities Act for sales made outside of the United States.

During the quarterly period ended March 31, 2024, the Company issued:

−	176,500,000 common shares priced at $0.005 per share for cash proceeds of $882,500 from a private placement of common shares.

−	50,000,000 common shares were returned to the treasury shares from a private placement of common shares cancelled.

−	5,000,000 common shares for services with a value of $25,000.

−	52,885 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $53 in order to bring total series A preferred share ownership to 787,916.

−	30,000,000 common shares priced at $0.005 per share issuance, offset by 7,582,444 shares returned to treasury pursuant to a cashless option exercise with a net value of $7,582.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number	Description of Exhibits

31.1	Rule 13a-14(a) Certification of CEO	Filed herewith
31.2	Rule 13a-14(a) Certification of CFO	Filed herewith
32.1	Section 1350 Certification	Filed herewith
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

DATED: May 15, 2024	By:	/s/Emil Malak
		Emil Malak
		Chief Executive Officer

DATED: May 15, 2024	By:	/s/Jin Kuang
		Jin Kuang
		Chief Financial Officer

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECTION 13a-14

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Emil Malak, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of VoIP-Pal.com Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2024

	/s/ Emil Malak
	Emil Malak
	Chief Executive Officer

Exhibit 31.2

CERTIFICATION

PURSUANT TO SECTION 13a-14

OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Jin Kuang, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of VoIP-Pal.com Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of the financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2024

	/s/ Jin Kuang
	Jin Kuang
	Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. 1350

(As adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002)

For the Quarterly Report of VoIP-Pal.com Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2024 (the “Report”), the undersigned, in the capacities and on the date indicated below, hereby certifies that:

(i) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

Date: May 15, 2024

	By:	/s/Emil Malak
		Emil Malak
		Chief Executive Officer

	By:	/s/Jin Kuang
		Jin Kuang
		Chief Financial Officer

Cover - shares	6 Months Ended
Cover - shares	Mar. 31, 2024	May 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--09-30
Entity File Number	000-55613
Entity Registrant Name	VoIP-PAL.COM INC.
Entity Central Index Key	0001410738
Entity Tax Identification Number	98-0184110
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	7215 Bosque Boulevard
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Waco
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76710-4020
City Area Code	954
Local Phone Number	495-4600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		3,257,484,267

Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Sep. 30, 2023
CURRENT
Cash	$ 2,244,991	$ 2,217,589
Prepaid expense	3,000	6,000
Retainer (Note 5)	17,262	36,183
TOTAL CURRENT ASSETS	2,265,253	2,259,772
NON-CURRENT
Fixed assets (Note 6)	1,002	2,132
Intellectual VoIP communications patent properties, net (Note 7)		226,550
TOTAL ASSETS	2,266,255	2,488,454
LIABILITIES
Accounts payable and accrued liabilities	209,843	61,762
Loan payable (Note 8)	125,000
TOTAL LIABILITIES	334,843	61,762
STOCKHOLDERS’ equity
SHARE CAPITAL (Note 11)	2,645,911	2,491,993
PREFERRED SHARE CAPITAL (Note 11)	7,879	7,350
ADDITIONAL PAID-IN CAPITAL (Note 11)	95,698,183	93,112,937
DEFICIT	(96,420,561)	(93,185,588)
TOTAL STOCKHOLDERS’ EQUITY	1,931,412	2,426,692
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 2,266,255	$ 2,488,454

Interim Condensed Consolidated Statements of Loss and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
EXPENSES
Amortization (Note 6 & 7)	$ 35,115	$ 35,114	$ 70,230	$ 70,229
Officers and Directors fees (Note 9 &12)	1,293,735	159,305	1,392,596	171,805
Legal fees	424,881	505,331	679,954	884,415
Office & general	76,716	6,394	140,795	103,419
Patent consulting fees	4,500		9,000	414
Professional fees & services (Note 12)	923,707	127,512	1,034,948	221,057
Recovery of expenses previously paid (Note 9)	(250,000)	(57,320)	(250,000)	(59,420)
Total expenses	2,508,654	776,336	3,077,523	1,391,919
LOSS BEFORE OTHER EXPENSE	(2,508,654)	(776,336)	(3,077,523)	(1,391,919)
OTHER EXPENSE
Impairment on intangible assets (Note 7)	157,450		157,450
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD	$ (2,666,104)	$ (776,336)	$ (3,234,973)	$ (1,391,919)
Basic loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Diluted loss per common share	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted-average number of common shares outstanding, basic	2,928,923,940	2,221,082,694	3,056,080,979	2,244,627,423
Weighted-average number of common shares outstanding, diluted	2,928,923,940	2,221,082,694	3,056,080,979	2,244,627,423

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023
Cash Flows used in Operating Activities
Loss for the period	$ (2,666,104)	$ (776,336)	$ (3,234,973)	$ (1,391,919)
Add items not affecting cash:
Stock-based compensation			2,082,193	150,805
Shares issued for services			25,000	22,161
Amortization	35,115	35,114	70,230	70,229
Impairment on intangible assets			157,450
Gain on settlement				(59,420)
Changes in non-cash working capital:
Retainer			18,921	(5,025)
Accounts payable and accrued liabilities			148,081	117,603
Prepaid expense			3,000	(15,200)
Cash Flows Used in Operations			(730,098)	(1,110,766)
Cash Flows from Financing Activities
Proceeds from private placement			882,500	1,971,850
Loan repayments			(125,000)
Cash Flows Provided by Financing Activities			757,500	1,971,850
Increase in cash			27,402	861,084
Cash, beginning of the period			2,217,589	305,485	$ 305,485
Cash, end of the period	$ 2,244,991	$ 1,166,569	$ 2,244,991	$ 1,166,569	$ 2,217,589

Interim Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Shares to be Issued Value [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Sep. 30, 2022	$ 1,463,465	$ 4,750	$ 61,320	$ 69,064,237	$ (70,076,579)	$ 517,193
Balance, shares at Sep. 30, 2022	1,986,997,863	475,000
Shares issued for private placement	$ 392,370		10,000	1,569,480		1,971,850
Shares issued for private placement, shares	392,370,000
Shares issued for services	$ 2,000	$ 1,216		18,945		22,161
Shares issued for services, shares	2,000,000	121,611
Stock-based compensation				150,805		150,805
Gain on settlement, issuance cancelled			(61,320)			(61,320)
Loss for the period					(1,391,919)	(1,391,919)
Balance at Mar. 31, 2023	$ 1,857,835	$ 5,966	10,000	70,803,467	(71,468,498)	1,208,770
Balance, shares at Mar. 31, 2023	2,381,367,863	596,611
Balance at Sep. 30, 2022	$ 1,463,465	$ 4,750	61,320	69,064,237	(70,076,579)	$ 517,193
Balance, shares at Sep. 30, 2022	1,986,997,863	475,000
Shares issued for services	$ 72,500
Shares issued for services, shares	14,500,000
Shares issued on cashless exercise of stock options, shares	32,500,000					32,500,000
Balance at Sep. 30, 2023	$ 2,491,993	$ 7,350		93,112,937	(93,185,588)	$ 2,426,692
Balance, shares at Sep. 30, 2023	3,015,525,291	735,031
Balance at Dec. 31, 2022	$ 1,481,265	$ 4,750	61,320	69,211,668	(70,692,162)	66,841
Balance, shares at Dec. 31, 2022	2,004,797,863	475,000
Shares issued for private placement	$ 374,570		10,000	1,498,280		1,882,850
Shares issued for private placement, shares	374,570,000
Shares issued for services	$ 2,000	$ 1,216		18,945		22,161
Shares issued for services, shares	2,000,000	121,611
Stock-based compensation				74,574		74,574
Gain on settlement, issuance cancelled			(61,320)			(61,320)
Loss for the period					(776,336)	(776,336)
Balance at Mar. 31, 2023	$ 1,857,835	$ 5,966	10,000	70,803,467	(71,468,498)	1,208,770
Balance, shares at Mar. 31, 2023	2,381,367,863	596,611
Balance at Dec. 31, 2022	$ 1,481,265	$ 4,750	$ 61,320	69,211,668	(70,692,162)	66,841
Balance, shares at Dec. 31, 2022	2,004,797,863	475,000
Balance at Dec. 31, 2023	$ 2,529,641	$ 7,350		93,303,150	(93,754,457)	2,085,684
Balance, shares at Dec. 31, 2023	3,053,173,940	735,031
Balance at Sep. 30, 2023	$ 2,491,993	$ 7,350		93,112,937	(93,185,588)	2,426,692
Balance, shares at Sep. 30, 2023	3,015,525,291	735,031
Shares issued for private placement	$ 176,500			706,000		882,500
Shares issued for private placement, shares	176,500,000
Shares issued for services	$ 5,000			20,000		25,000
Shares issued for services, shares	5,000,000	52,885
Stock-based compensation				2,082,140		2,082,140
Loss for the period					(3,234,973)	(3,234,973)
Share cancelled for private placement returned	$ (50,000)			(200,000)		(250,000)
Share cancelled for private placement returned, shares	(50,000,000)
Shares issued – preferred shares		529		(476)		53
Shares issued on cashless exercise of stock options	$ 22,418			(22,418)
Shares issued on cashless exercise of stock options, shares	22,417,556					20,000,000
Balance at Mar. 31, 2024	$ 2,645,911	$ 7,879		95,698,183	(96,420,561)	$ 1,931,412
Balance, shares at Mar. 31, 2024	3,169,442,847	787,916
Balance at Dec. 31, 2023	$ 2,529,641	$ 7,350		93,303,150	(93,754,457)	2,085,684
Balance, shares at Dec. 31, 2023	3,053,173,940	735,031
Shares issued for private placement	$ 151,500			606,000		757,500
Shares issued for private placement, shares	151,500,000
Shares issued for services
Stock-based compensation				2,004,279		2,004,279
Loss for the period					(2,666,104)	(2,666,104)
Share cancelled for private placement returned	$ (50,000)			(200,000)		(250,000)
Share cancelled for private placement returned, shares	(50,000,000)
Shares issued – preferred shares		529		(476)		53
Shares issued on cashless exercise of stock options	$ 14,770			(14,770)
Shares issued on cashless exercise of stock options, shares	14,768,907
Shares issued for services, shares		52,885
Balance at Mar. 31, 2024	$ 2,645,911	$ 7,879		$ 95,698,183	$ (96,420,561)	$ 1,931,412
Balance, shares at Mar. 31, 2024	3,169,442,847	787,916

NATURE AND CONTINUANCE OF OPERATIONS

6 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE AND CONTINUANCE OF OPERATIONS

NOTE 1. NATURE AND CONTINUANCE OF OPERATIONS

BASIS OF PRESENTATION

6 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

BASIS OF PRESENTATION

NOTE 2. BASIS OF PRESENTATION

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

Certain comparative figures have been reclassified to conform to the current period’s presentation.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

Use of Estimates

Cash

Cash consists of cash on hand, cash held in trust, and monies held in checking and savings accounts. The Company had $2,244,991 in cash on March 31, 2024 (September 30, 2023 - $2,217,589).

Fixed Assets

Fixed assets are stated at cost less accumulated depreciation, and are depreciated using the straight-line method over their useful lives; Furniture and computers – 5 years.

Intangible Assets

Fair Value of Financial Instruments

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Level 1: Quoted prices in active markets for identical assets and 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.

Income Taxes

Loss per Common Share

For the period ended March 31, 2024 and the year ended September 30, 2023, there were no potentially dilutive securities included in the calculation of weighted-average common shares outstanding.

Derivatives

Preferred Shares

Stock-based compensation

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

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

Stock-based compensation (cont’d)

Concentrations of Credit Risk

Recent Accounting Pronouncements and Adoption

PURCHASE OF DIGIFONICA

6 Months Ended

Mar. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

PURCHASE OF DIGIFONICA

NOTE 4. PURCHASE OF DIGIFONICA

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

RETAINER

6 Months Ended

Mar. 31, 2024

Retainer

RETAINER

NOTE 5. RETAINER

FIXED ASSETS

6 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

FIXED ASSETS

NOTE 6. FIXED ASSETS

A summary of the Company’s fixed assets as of March 31, 2024 and September 30, 2023 is as follows:

SCHEDULE OF FIXED ASSETS

	March 31, 2024			September 30, 2023
Office furniture & computers	$	11,917		$	11,917
Accumulated depreciation		(10,915	)		(9,785	)
Net book value	$	1,002		$	2,132

There were no retirements of any fixed assets in the periods presented.

INTANGIBLE ASSETS

6 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

NOTE 7. INTANGIBLE ASSETS

A summary of intangible assets as of March 31, 2024 and September 30, 2023 is as follows:

SCHEDULE OF INTANGIBLE ASSETS

	March 31, 2024			September 30, 2023
VoIP Intellectual property and patents	$	1,552,416		$	1,552,416
Impairment		(157,450	)		-
Accumulated amortization		(1,394,966	)		(1,325,866	)
Net book value	$	-		$	226,550

LOAN PAYABLE

6 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

LOAN PAYABLE

NOTE 8. LOAN PAYABLE

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

6 Months Ended

Mar. 31, 2024

NOTE 9. RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION

Compensation paid or accrued to key management for services during the interim periods ended March 31, 2024 and 2023 includes:

	March 31, 2024		March 31, 2023
Management fees paid to the officers		30,000		21,161
Fees paid or accrued to directors		29,000		12,000
Stock-based compensation (Note 11)		1,342,596		-
Total fees paid	$	1,401,596	$	33,161

During the period ended March 31, 2024, a director of the Company forgave $nil (2023 - $2,100) of accrued directors’ fees.

At March 31, 2024, included in accounts payable and accrued liabilities is $nil (September 30, 2023 - $5,000) owed to current officers and directors.

At March 31, 2024, included in prepaid expense is $3,000 (September 30, 2023 - $6,000) of prepaid compensation to a director.

SUPPLEMENTAL CASH FLOW INFORMATION

6 Months Ended

Mar. 31, 2024

Supplemental Cash Flow Elements [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

NOTE 10. SUPPLEMENTAL CASH FLOW INFORMATION

During the period ended March 31, 2024, the Company paid $Nil (September 30, 2023 - $Nil) in interest or income taxes.

There were no non-cash investing or financing transactions during the six-month periods ended March 31, 2023.

SHARE CAPITAL

6 Months Ended

Mar. 31, 2024

Equity [Abstract]

SHARE CAPITAL

NOTE 11. SHARE CAPITAL

Capital Stock Authorized and Issued as at March 31, 2024:

	−	8,000,000,000 (September 30, 2023 – 5,000,000,000) common voting shares authorized with a par value of $0.001 each, of which 3,169,442,847 (September 30, 2023 – 3,015,525,291) shares are issued.

	−	1,000,000 series A preferred shares authorized with a par value of $0.01 each, of which 787,916 (September 30, 2023 – 735,031) 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 six-month period ended March 31, 2024

During the six-month period ended March 31, 2024, the Company issued:

	−	176,500,000 common shares priced at $0.005 per share for cash proceeds of $882,500 from a private placement of common shares.

	−	50,000,000 common shares were returned to the treasury shares from a private placement of common shares cancelled.

	−	5,000,000 common shares for services with a value of $25,000.

	−	52,885 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $53 in order to bring total series A preferred share ownership to 787,916.

	−	30,000,000 common shares priced at $0.005 per share issuance, offset by 7,582,444 shares returned to treasury pursuant to a cashless option exercise with a net value of $22,418.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 11. SHARE CAPITAL (CONT’D)

Issues during the year ended September 30, 2023

During the year ended September 30, 2023, the Company:

	−	983,720,000 common shares priced at $0.005 per share for cash proceeds of $4,918,600 from a private placement;

	−	831,466,899 warrants to purchase 831,466,899 common shares exercisable at a price of $0.001 to the Seller of Digifonica pursuant to the Anti-Dilution Clause of the amended SPA (Note 4);

	−	121,611 series A preferred shares for services with a value of $12,161 (Note 9);

	−	138,420 series A preferred shares pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $138;

	−	14,500,000 common shares for services with a value of $72,500; and

	−	32,500,000 common shares priced at $0.005 per share issuance, offset by 2,192,572 shares returned to treasury pursuant to a cashless option exercise with a net value of $30,308.

Subsequent Issues

STOCK-BASED COMPENSATION

6 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

NOTE 12. STOCK-BASED COMPENSATION

Common Share Purchase Warrants

As of March 31, 2024, there are 1,990,028,550 (September 30, 2023 - 1,862,937,461) outstanding share purchase warrants to be exercised.

The following table summarizes the Company’s warrant transactions:

	Number of warrants			Weighted average exercise price
Balance September 30, 2022		1,031,470,562		$	0.0023
Issued June 30, 2023		831,466,899			0.001
Balance September 30, 2023		1,862,937,461		$	0.0019
Issued January 12, 2024		137,091,089			0.001
Exercised		(10,000,000	)		0.005
Balance March 31, 2024		1,990,028,550		$	0.0018

The following table summarizes the share purchase warrants outstanding at March 31, 2024:

Warrants Outstanding		Exercise Price		Remaining Contractual Life (Years)	Number of Warrants Currently Exercisable
	621,470,562	$	0.001	7.04		621,470,562
	400,000,000		0.005	3.17		400,000,000
	831,466,899		0.001	9.26		831,466,899
	137,091,089		0.001	9.79		137,091,089
	1,990,028,550	$	0.002	7.37		1,990,028,550

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 12. STOCK-BASED COMPENSATION (CONT’D)

During the year ended September 30, 2023, the Company:

	−	on April 23, 2023, re-priced 621,470,562 warrants issued on April 12, 2021 from $0.021 to $0.001;

	−	on April 24, 2023, changed the vesting provisions and exercise price of 410,000,000 warrants granted on May 30, 2022, to fully vest and re-price all such warrants from $0.025 to $0.005; and

	−	on June 30, 2023, issued 831,466,899 warrants to purchase common shares at a price of $0.001 per share to the seller of Digifonica pursuant to the reinstated Anti-Dilution Clause of the amended STA (Note 4).

Common Share Purchase Options

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 12. STOCK-BASED COMPENSATION (CONT’D)

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, 2022		182,000,000		$	0.024
Granted		75,000,000			0.005
Exercised		(32,500,000	)		0.005
Cancelled / Expired		(15,000,000	)		0.010
Balance September 30, 2023		209,500,000		$	0.005
Granted		115,000,000			0.005
Exercised		(20,000,000	)		0.005
Balance March 31, 2024		304,500,000		$	0.005

The following table summarizes the stock options outstanding at March 31, 2024:

SCHEDULE OF STOCK OPTIONS OUTSTANDING

Options Outstanding		Exercise Price		Remaining Contractual Life (Years)	Number of Options Currently Exercisable
	50,000,000	$	0.005	2.07		50,000,000
	64,500,000		0.005	3.17		64,500,000
	75,000,000		0.005	4.17		68,500,000
	115,000,000		0.005	4.79		112,500,000
	304,500,000	$	0.005	3.84		295,500,000

During the six-month period ended March 31, 2024, 115,000,000 options in the capital stock of the Company were issued, and 20,000,000 options were exercised (Note 11).

During the year ended September 30, 2023, the Company:

- on April 24, 2023, re-priced all its previously issued outstanding options to be exercisable at $0.005 per share; and

- on May 31, 2023, granted 75,000,000 options to purchase 75,000,000 common shares at a price of $0.005 per share to its directors, consultants and advisors.

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 12. STOCK-BASED COMPENSATION (CONT’D)

Preferred Share

During the six-month period ended March 31, 2024, total stock-based compensation cost of $2,082,140 (2023 - $150,805) was charged against income from options vested.

CONTINGENT LIABILITIES

6 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

CONTINGENT LIABILITIES

NOTE 13. CONTINGENT LIABILITIES

Patent Litigation

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

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.

ii.

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

iii.

VoIP-Pal.com, Inc. v. T-Mobile US, Inc. et al. Case No. 6-21-cv-668 in the U.S. District Court, Western District of Texas

iv.

VoIP-Pal.com Inc v Huawei Technologies Co, Ltd. et al Case No. 6-21-cv-1247 in US District Court, Western District of Texas

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

March 31, 2024

NOTE 13. 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.

Performance Bonus Payable

As at March 31, 2024 and September 30, 2023, no bonusable event had occurred and there was no Performance Bonus payable.

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation These interim condensed consolidated financial statements have been prepared on a consolidated basis and include the accounts of the Company and its wholly owned subsidiary, Digifonica. All intercompany transactions and balances have been eliminated. As at March 31, 2024, Digifonica had no activities.
Use of Estimates	Use of Estimates The preparation of these interim condensed consolidated financial statements required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. Where estimates have been used, financial results as determined by actual events could differ from those estimates. Some of the more significant accounting estimates used in the preparation of the company’s financial statements include deferred income taxes, the valuation of equity-related instruments issued, and the useful life and impairment of intangible assets.
Cash	Cash Cash consists of cash on hand, cash held in trust, and monies held in checking and savings accounts. The Company had $2,244,991 in cash on March 31, 2024 (September 30, 2023 - $2,217,589).
Fixed Assets	Fixed Assets Fixed assets are stated at cost less accumulated depreciation, and are depreciated using the straight-line method over their useful lives; Furniture and computers – 5 years.
Intangible Assets	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	Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement, defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. VOIP-PAL.COM INC. Notes to the Interim Condensed Consolidated Financial Statements (Unaudited – prepared by management) (Expressed in United States Dollars) March 31, 2024 NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) U.S. GAAP establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets and liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company classifies its financial instruments as follows: Cash is classified as held to maturity financial asset and is measured at amortized cost. Accounts payable and accrued liabilities, and loan payable are classified as other financial liabilities, and have a fair value approximating their carrying value, due to their short-term nature.
Income Taxes	Income Taxes Deferred income taxes have been provided for temporary differences between financial statement and income tax reporting under the asset and liability method, using expected tax rates and laws that are expected to be in effect when the differences are expected to reverse. A valuation allowance is provided when realization is not considered more likely than not. The Company’s policy is to classify income tax assessments, if any, for interest expense and for penalties in general and administrative expenses. The Company’s income tax returns are subject to examination by the IRS and corresponding states, generally for three years after they are filed.
Loss per Common Share	Loss per Common Share Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted income per share includes potentially dilutive securities such as stock options and share purchase warrants outstanding during each period. To calculate diluted loss per share the Company uses the treasury stock method and the if-converted method. For the period ended March 31, 2024 and the year ended September 30, 2023, there were no potentially dilutive securities included in the calculation of weighted-average common shares outstanding.
Derivatives	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	Preferred Shares The preferred shares carry super-voting rights with each share issued having the equivalent of 1,550 votes. Preferred shares issued by the Company are not convertible into or exchangeable for common shares and they are not exchangeable for equity nor redeemable for cash. The preferred shares do not pay dividends. The preferred shares cannot be sold, exchanged or transferred to another party.
Stock-based compensation	Stock-based compensation The Company recognizes compensation expenses for all stock-based payments made to employees, directors and others based on the estimated fair values of its common stock on the date of issuance. The Company determines the fair value of the share-based compensation payments granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. If the fair value of the equity instruments issued is used, it is measured using the stock price and other measurement assumptions as of the earlier of either the date at which a commitment for performance to earn the equity instrument is reached or the date the performance is complete. VOIP-PAL.COM INC. Notes to the Interim Condensed Consolidated Financial Statements (Unaudited – prepared by management) (Expressed in United States Dollars) March 31, 2024 NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Stock-based compensation (cont’d) The Company recognizes compensation expense for stock awards with service conditions on a straight-line basis over the requisite service period, which is included in operations. Stock option expense is recognized over the option’s vesting period.
Concentrations of Credit Risk	Concentrations of Credit Risk The Company’s policy is to maintain cash with reputable financial institutions or in retainers with trusted vendors. The Company has at times had cash balances at financial institutions in excess of the Federal Deposit Insurance Corporation (FDIC) Insurance Limit of $250,000; however, has not experienced any losses to date. As of March 31, 2024, the Company’s bank operating account balances exceeded the FDIC Insurance Limit of $250,000 by $1,994,991.
Recent Accounting Pronouncements and Adoption	Recent Accounting Pronouncements and Adoption The Company has determined that there are no significant newly issued accounting pronouncements that are applicable to the Company’s business or that no material effect is expected on the consolidated financial statements as a result of future adoption.

FIXED ASSETS (Tables)

6 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

SCHEDULE OF FIXED ASSETS

A summary of the Company’s fixed assets as of March 31, 2024 and September 30, 2023 is as follows:

SCHEDULE OF FIXED ASSETS

	March 31, 2024			September 30, 2023
Office furniture & computers	$	11,917		$	11,917
Accumulated depreciation		(10,915	)		(9,785	)
Net book value	$	1,002		$	2,132

INTANGIBLE ASSETS (Tables)

6 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF INTANGIBLE ASSETS

A summary of intangible assets as of March 31, 2024 and September 30, 2023 is as follows:

SCHEDULE OF INTANGIBLE ASSETS

	March 31, 2024			September 30, 2023
VoIP Intellectual property and patents	$	1,552,416		$	1,552,416
Impairment		(157,450	)		-
Accumulated amortization		(1,394,966	)		(1,325,866	)
Net book value	$	-		$	226,550

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION (Tables)

6 Months Ended

Mar. 31, 2024

SCHEDULE OF COMPENSATION PAID OR ACCRUED TO KEY MANAGEMENT FOR SERVICES

Compensation paid or accrued to key management for services during the interim periods ended March 31, 2024 and 2023 includes:

	March 31, 2024		March 31, 2023
Management fees paid to the officers		30,000		21,161
Fees paid or accrued to directors		29,000		12,000
Stock-based compensation (Note 11)		1,342,596		-
Total fees paid	$	1,401,596	$	33,161

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

SCHEDULE OF STOCK WARRANT TRANSACTIONS

The following table summarizes the Company’s warrant transactions:

	Number of warrants			Weighted average exercise price
Balance September 30, 2022		1,031,470,562		$	0.0023
Issued June 30, 2023		831,466,899			0.001
Balance September 30, 2023		1,862,937,461		$	0.0019
Issued January 12, 2024		137,091,089			0.001
Exercised		(10,000,000	)		0.005
Balance March 31, 2024		1,990,028,550		$	0.0018

SCHEDULE OF PURCHASE WARRANTS OUTSTANDING

The following table summarizes the share purchase warrants outstanding at March 31, 2024:

Warrants Outstanding		Exercise Price		Remaining Contractual Life (Years)	Number of Warrants Currently Exercisable
	621,470,562	$	0.001	7.04		621,470,562
	400,000,000		0.005	3.17		400,000,000
	831,466,899		0.001	9.26		831,466,899
	137,091,089		0.001	9.79		137,091,089
	1,990,028,550	$	0.002	7.37		1,990,028,550

SCHEDULE OF STOCK OPTIONS TRANSACTIONS

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, 2022		182,000,000		$	0.024
Granted		75,000,000			0.005
Exercised		(32,500,000	)		0.005
Cancelled / Expired		(15,000,000	)		0.010
Balance September 30, 2023		209,500,000		$	0.005
Granted		115,000,000			0.005
Exercised		(20,000,000	)		0.005
Balance March 31, 2024		304,500,000		$	0.005

SCHEDULE OF STOCK OPTIONS OUTSTANDING

The following table summarizes the stock options outstanding at March 31, 2024:

SCHEDULE OF STOCK OPTIONS OUTSTANDING

Options Outstanding		Exercise Price		Remaining Contractual Life (Years)	Number of Options Currently Exercisable
	50,000,000	$	0.005	2.07		50,000,000
	64,500,000		0.005	3.17		64,500,000
	75,000,000		0.005	4.17		68,500,000
	115,000,000		0.005	4.79		112,500,000
	304,500,000	$	0.005	3.84		295,500,000

NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative)	6 Months Ended
	Mar. 31, 2024 USD ($) Segments	Sep. 30, 2023 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Operating reportable segments \| Segments	1
Accumulated deficit \| $	$ 96,420,561	$ 93,185,588

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Mar. 31, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Cash	$ 2,244,991	$ 2,217,589
Property, plant and equipment, useful life	5 years
Dilutive securities	$ 0	$ 0
Voting rights per preferred shares	preferred shares carry super-voting rights with each share issued having the equivalent of 1,550 votes
Cash, FDIC insured amount	$ 250,000
Additional cash FDIC insured amount	$ 1,994,991

PURCHASE OF DIGIFONICA (Details Narrative) - USD ($)				1 Months Ended	3 Months Ended	6 Months Ended		12 Months Ended
PURCHASE OF DIGIFONICA (Details Narrative) - USD ($)	Jan. 12, 2024	Jun. 30, 2023	Apr. 12, 2021	Dec. 31, 2013	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023	Apr. 24, 2023	Apr. 23, 2023	May 30, 2022
Business Acquisition [Line Items]
Shares issued	137,091,089
Common shares price			$ 0.021					$ 0.001	$ 0.005	$ 0.001	$ 0.025
Series A Preferred Stock [Member]
Business Acquisition [Line Items]
Shares issued	52,885	138,420				52,885		138,420
Preferred Stock [Member]
Business Acquisition [Line Items]
Shares issued
Warrant [Member]
Business Acquisition [Line Items]
Shares issued		831,466,899				137,091,089
Number of warrant exercised to purchase common shares			621,470,562
Common shares price			$ 0.021							$ 0.005
Seller of Digifonica [Member]
Business Acquisition [Line Items]
Treasury stock, shares, acquired			513,535,229
Shares issued			107,935,333
Number of warrant exercised to purchase common shares			621,470,562
Common shares price			$ 0.021
Digifonica [Member]
Business Acquisition [Line Items]
Preferred shares voting rights				40.00%
Digifonica [Member] \| Preferred Stock [Member]
Business Acquisition [Line Items]
Preferred shares voting rights										40.00%
Share Purchase Agreement [Member] \| Digifonica [Member]
Business Acquisition [Line Items]
Preferred shares voting rights				100.00%
Business combination, cash transferred				$ 800,000
Business acquisition, equity interest issued, shares				389,023,561

RETAINER (Details Narrative) - USD ($)	Mar. 31, 2024	Sep. 30, 2023
Retainer
Prepaid retainers, value	$ 17,262	$ 36,183

SCHEDULE OF FIXED ASSETS (Details) - USD ($)	Mar. 31, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Office furniture & computers	$ 11,917	$ 11,917
Accumulated depreciation	(10,915)	(9,785)
Net book value	$ 1,002	$ 2,132

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
VoIP Intellectual property and patents	$ 1,552,416	$ 1,552,416
Impairment	(157,450)
Accumulated amortization	(1,394,966)	(1,325,866)
Net book value		$ 226,550

INTANGIBLE ASSETS (Details Narrative)	6 Months Ended
INTANGIBLE ASSETS (Details Narrative)	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible assets, useful life	12 years

LOAN PAYABLE (Details Narrative) - USD ($)			12 Months Ended
LOAN PAYABLE (Details Narrative) - USD ($)	Mar. 20, 2024	Jan. 12, 2024	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Sep. 30, 2023	Apr. 24, 2023	Mar. 31, 2023	May 30, 2022	Apr. 23, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of shares		137,091,089
Share price							$ 0.005		$ 0.025	$ 0.025
Unsecured promissory note			$ 250,000	$ 250,000
Loan payable					$ 125,000
Promissory Note Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Payment of loan	$ 125,000
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of shares			50,000,000	50,000,000
Share price			$ 0.005	$ 0.005

SCHEDULE OF COMPENSATION PAID OR ACCRUED TO KEY MANAGEMENT FOR SERVICES (Details) - USD ($)	6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Total fees paid	$ 1,401,596	$ 33,161
Officer [Member]
Total fees paid	30,000	21,161
Director [Member]
Total fees paid	29,000	12,000
Stock Based Compensation [Member]
Total fees paid	$ 1,342,596

RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT COMPENSATION (Details Narrative) - USD ($)		6 Months Ended
	Mar. 20, 2024	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023
Related Party Transaction [Line Items]
Loan payable		$ 125,000
Accounts payable and accrued liabilities		209,843		61,762
Prepaid expense current		3,000		6,000
Officers and Directors [Member]
Related Party Transaction [Line Items]
Accounts payable and accrued liabilities				5,000
Director [Member]
Related Party Transaction [Line Items]
Prepaid expense current		3,000		$ 6,000
Promissory Note Agreement [Member]
Related Party Transaction [Line Items]
Payment of loan	$ 125,000
Director [Member]
Related Party Transaction [Line Items]
Accrued payable forgiven amount			$ 2,100

SUPPLEMENTAL CASH FLOW INFORMATION (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Sep. 30, 2023
Income taxes paid
Issuance of cashless exercise of stock
Promissory Note [Member]
Number of shares cancelled		250,000
Common Stock [Member]
Issuance of cashless exercise of stock	$ 14,770	$ 22,418
Number of shares cancelled	(50,000,000)	(50,000,000)

SHARE CAPITAL (Details Narrative) - USD ($)					3 Months Ended		6 Months Ended		12 Months Ended
SHARE CAPITAL (Details Narrative) - USD ($)	May 13, 2024	May 07, 2024	Jan. 12, 2024	Jun. 30, 2023	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Apr. 24, 2023	Apr. 23, 2023	May 30, 2022	Apr. 12, 2021
Class of Stock [Line Items]
Common stock, shares authorized					8,000,000,000		8,000,000,000		5,000,000,000
Common stock, par value					$ 0.001		$ 0.001
Common stock, shares issued					3,169,442,847		3,169,442,847		3,015,525,291
Shares issued for private placement, shares			137,091,089
Share issued, price per share			$ 0.001
Cash proceeds from private placement							$ 882,500	$ 1,971,850
Number of shares issued for services, value						$ 22,161	25,000	22,161
Shares issued					$ 757,500	$ 1,882,850	882,500	$ 1,971,850
Compensation cost							$ 1,927,265
Warrants to purchase shares			137,091,089								410,000,000
Number of option, exercisable					295,500,000		295,500,000
Class of warrant exercise price									$ 0.001		$ 0.005	$ 0.001	$ 0.025	$ 0.021
Shares issued during period, options, exercises							20,000,000		32,500,000
Common Stock One [Member]
Class of Stock [Line Items]
Number of shares issued for services							5,000,000
Number of shares issued for services, value							$ 25,000
Common Stock [Member]
Class of Stock [Line Items]
Shares issued for private placement, shares					151,500,000	374,570,000	176,500,000	392,370,000
Share issued, price per share					$ 0.005		$ 0.005		$ 0.005
Number of shares issued for services						2,000,000	5,000,000	2,000,000	14,500,000
Number of shares issued for services, value						$ 2,000	$ 5,000	$ 2,000	$ 72,500
Shares issued					$ 151,500	$ 374,570	$ 176,500	$ 392,370
Share based compensation purchased award							30,000,000
Number of shares returned to treasury							7,582,444		2,192,572
Cashless option exercise with a net value							$ 22,418		$ 30,308
Warrants to purchase shares				831,466,899								621,470,562
Number of option, exercisable									831,466,899
Class of warrant exercise price				$ 0.001
Shares issued during period, options, exercises					14,768,907		22,417,556		32,500,000
Common Stock [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Shares issued for private placement, shares		7,041,420
Share issued, price per share		$ 0.005
Number of shares returned to treasury		2,958,580
Cashless option exercise with a net value		$ 35,207
Warrant [Member]
Class of Stock [Line Items]
Shares issued for private placement, shares				831,466,899			137,091,089
Warrants to purchase shares									831,466,899
Class of warrant exercise price												$ 0.005		$ 0.021
Private Placement [Member]
Class of Stock [Line Items]
Shares issued for private placement, shares							176,500,000		983,720,000
Share issued, price per share					$ 0.005		$ 0.005		$ 0.005
Cash proceeds from private placement							$ 882,500		$ 4,918,600
Shares issued during period treasury, shares							50,000,000
Private Placement [Member] \| Subsequent Event [Member]
Class of Stock [Line Items]
Shares issued for private placement, shares	81,000,000
Share issued, price per share	$ 0.005
Cash proceeds from private placement	$ 405,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized					1,000,000		1,000,000
Preferred stock, par value					$ 0.01		$ 0.01
Preferred stock, shares issued					787,916		787,916		735,031
Shares issued for private placement, shares			52,885	138,420			52,885		138,420
Number of shares issued for services									121,611
Number of shares issued for services, value									$ 12,161
Shares issued							$ 53		$ 138
Compensation cost							$ 787,916

SCHEDULE OF STOCK WARRANT TRANSACTIONS (Details) - $ / shares	6 Months Ended	12 Months Ended
	Mar. 31, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Number of warrants, beginning balance	1,862,937,461	1,031,470,562
Weighted average exercise price, beginning balance	$ 0.0019	$ 0.0023
Number of warrants issued	137,091,089	831,466,899
Weighted average exercise price, issues	$ 0.001	$ 0.001
Number of warrants exercised	(10,000,000)
Weighted average exercise price, exercised	$ 0.005
Number of warrants, ending balance	1,990,028,550	1,862,937,461
Weighted average exercise price, ending balance	$ 0.0018	$ 0.0019

SCHEDULE OF PURCHASE WARRANTS OUTSTANDING (Details) - $ / shares	6 Months Ended
	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2022
Warrants outstanding	1,990,028,550	1,862,937,461	1,031,470,562
Exerise price	$ 0.002
Remaining contractual term	7 years 4 months 13 days
Number of warrants currently exercisable	1,990,028,550
Warrant One [Member]
Warrants outstanding	621,470,562
Exerise price	$ 0.001
Remaining contractual term	7 years 14 days
Number of warrants currently exercisable	621,470,562
Warrant Two [Member]
Warrants outstanding	400,000,000
Exerise price	$ 0.005
Remaining contractual term	3 years 2 months 1 day
Number of warrants currently exercisable	400,000,000
Warrant Three [Member]
Warrants outstanding	831,466,899
Exerise price	$ 0.001
Remaining contractual term	9 years 3 months 3 days
Number of warrants currently exercisable	831,466,899
Warrant Four [Member]
Warrants outstanding	137,091,089
Exerise price	$ 0.001
Remaining contractual term	9 years 9 months 14 days
Number of warrants currently exercisable	137,091,089

SCHEDULE OF STOCK OPTIONS TRANSACTIONS (Details) - $ / shares	6 Months Ended	12 Months Ended
	Mar. 31, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Number of options, beginning balance	209,500,000	182,000,000
Weighted average exercise price, beginning balance	$ 0.005	$ 0.024
Number of options, granted	115,000,000	75,000,000
Weighted average exercise price, granted	$ 0.005	$ 0.005
Number of options, exercised	(20,000,000)	(32,500,000)
Weighted average exercise price, exercised	$ 0.005	$ 0.005
Number of options, cancelled/expired		(15,000,000)
Weighted average exercise price, cancelled/expired		$ 0.010
Number of options, ending balance	304,500,000	209,500,000
Weighted average exercise price, ending balance	$ 0.005	$ 0.005

SCHEDULE OF STOCK OPTIONS OUTSTANDING (Details) - $ / shares	6 Months Ended
	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding	304,500,000	209,500,000	182,000,000
Exercise price	$ 0.005	$ 0.005	$ 0.024
Remaining contractual life	3 years 10 months 2 days
Number of options currently exercisable	295,500,000
Range 1 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding	50,000,000
Exercise price	$ 0.005
Remaining contractual life	2 years 25 days
Number of options currently exercisable	50,000,000
Range 2 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding	64,500,000
Exercise price	$ 0.005
Remaining contractual life	3 years 2 months 1 day
Number of options currently exercisable	64,500,000
Range 3 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding	75,000,000
Exercise price	$ 0.005
Remaining contractual life	4 years 2 months 1 day
Number of options currently exercisable	68,500,000
Range 4 [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding	115,000,000
Exercise price	$ 0.005
Remaining contractual life	4 years 9 months 14 days
Number of options currently exercisable	112,500,000

STOCK-BASED COMPENSATION (Details Narrative)								3 Months Ended		6 Months Ended		12 Months Ended
STOCK-BASED COMPENSATION (Details Narrative)	Jul. 12, 2024 shares	Jan. 12, 2024 $ / shares shares	Jun. 30, 2023 $ / shares shares	May 31, 2023 $ / shares shares	Apr. 24, 2023 $ / shares shares	May 30, 2022 USD ($) $ / shares shares	Apr. 23, 2021 $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021	Apr. 23, 2023 $ / shares shares	Apr. 12, 2021 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant outstanding, shares								1,990,028,550		1,990,028,550		1,862,937,461	1,031,470,562
Shares issued for private placement, shares		137,091,089
Warrants to purchase shares		137,091,089			410,000,000
Shares issued price per share \| $ / shares		$ 0.001
Vested and re-priced per share \| $ / shares					$ 0.005	$ 0.025						$ 0.001			$ 0.001	$ 0.021
Warrants granted										137,091,089		831,466,899
Warrants exercise price \| $ / shares										$ 0.018		$ 0.046
Additional paid in capital \| $						$ 15,995,229		$ 2,431,780		$ 2,431,780
Weighted average fair value \| $ / shares												$ 0.036
Number of options granted										115,000,000		75,000,000
Stock options exercised										20,000,000		32,500,000
Stock options exercisable date of grant										3 years 10 months 2 days
Risk free interest rate										4.21%		3.74%	3.60%	3.84%
Expected life (in years)										5 years		5 years	4 years 1 month 6 days	3 years
Volatility percentage										144.84%		148.52%	174.16%	169.15%
Dividend rate										0.00%		0.00%	0.00%	0.00%
Compensation cost \| $										$ 1,927,265
Professional fees \| $								$ 923,707	$ 127,512	$ 1,034,948	$ 221,057
Exercise price per share \| $ / shares					0.005
Grant price per share \| $ / shares										$ 0.005		$ 0.005
Share priced per share \| $ / shares					$ 0.005	$ 0.025	$ 0.025
Stock-based compensation \| $										$ 2,082,193	$ 150,805
Series A Preferred Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued for private placement, shares		52,885	138,420							52,885		138,420
Compensation cost \| $										$ 787,916
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted												15,000,000
Incentive Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Percentage of issued and outstanding share capital										10.00%
Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted												15,000,000
Options vested, number of shares		112,500,000		68,500,000								68,500,000
Compensation cost \| $										$ 154,875
Officers and directors fees \| $										1,187,668
Professional fees \| $										739,597
Stock Option Plan [Member] \| May 31, 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options vested, number of shares	2,500,000			3,500,000
Stock Option Plan [Member] \| May 31, 2025 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options vested, number of shares				3,000,000
May 30, 2022 Stock Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost \| $												$ 76,231
Consultants and Advisors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted		115,000,000		75,000,000		77,000,000
Directors Consultants and Advisors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted				75,000,000
Directors Officers Employees Consultants and Advisors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted							90,000,000
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued for private placement, shares								151,500,000	374,570,000	176,500,000	392,370,000
Warrants to purchase shares			831,466,899												621,470,562
Shares issued price per share \| $ / shares								$ 0.005		$ 0.005		$ 0.005
Vested and re-priced per share \| $ / shares			$ 0.001
Stock options exercised								14,768,907		22,417,556		32,500,000
Common Stock [Member] \| Directors Officers Employees and Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants to purchase shares		137,091,089	831,466,899			410,000,000
Vested and re-priced per share \| $ / shares		$ 0.001	$ 0.001			$ 0.025
Warrants term		10 years	10 years			5 years
Common Stock [Member] \| Consultants and Advisors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued price per share \| $ / shares		$ 0.005		$ 0.005		$ 0.025
Number of options granted		115,000,000		75,000,000		77,000,000
Stock options exercisable date of grant		5 years		5 years		5 years
Vesting rights, description						the first 50% vesting on the date of the option grant and the remaining 50% vesting on May 30, 2023
Common Stock [Member] \| Directors Consultants and Advisors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted				75,000,000
Grant price per share \| $ / shares				$ 0.005
Common Stock [Member] \| Directors Officers Employees Consultants and Advisors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued price per share \| $ / shares							$ 0.025
Number of options granted							90,000,000
Weighted average remaining contractual term							5 years
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued for private placement, shares			831,466,899							137,091,089
Warrants to purchase shares												831,466,899
Vested and re-priced per share \| $ / shares															$ 0.005	$ 0.021
Warrants granted					410,000,000
Weighted average fair value \| $ / shares													$ 0.039
Warrants issued																621,470,562
Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants measurement input								4.21		4.21		3.81	3.60
Warrant [Member] \| Measurement Input, Expected Term [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants term								10 years		10 years		10 years	4 years 1 month 6 days
Warrant [Member] \| Measurement Input, Price Volatility [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants measurement input								144.84		144.84		143.75	174.16
Warrant [Member] \| Measurement Input, Expected Dividend Rate [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants measurement input								0		0		0	0
April 2023 Warrant [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants measurement input												4.78
April 2023 Warrant [Member] \| Measurement Input, Expected Term [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants term												7 years 11 months 26 days
April 2023 Warrant [Member] \| Measurement Input, Price Volatility [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants measurement input												169.15
April 2023 Warrant [Member] \| Measurement Input, Expected Dividend Rate [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants measurement input												0
Capital Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted										115,000,000
Stock options exercised										20,000,000
Preferred Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued for private placement, shares
Compensation cost \| $										$ 2,082,140		$ 150,805
Stock-based compensation \| $										476
Intrinsic value \| $								$ 3,136,350		3,136,350		$ 3,142,500
Intrinsic value of options exercised \| $								$ 206,000		206,000
Preferred Stock [Member] \| Series A Preferred Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost \| $										$ 787,916
Number of shares issued										52,885
Stock-based compensation \| $										$ 529

CONTINGENT LIABILITIES (Details Narrative) - shares		12 Months Ended
CONTINGENT LIABILITIES (Details Narrative) - shares	Jan. 12, 2024	Sep. 30, 2019
Loss Contingencies [Line Items]
Shares issued for private placement, shares	137,091,089
Bonus Shares [Member]
Loss Contingencies [Line Items]
Number of restricted shares issued		30,000,000
Board of Directors [Member]
Loss Contingencies [Line Items]
Performance bonus percent		66.67%
Board of Directors [Member] \| Maximum [Member]
Loss Contingencies [Line Items]
Performance bonus percent		10.00%
Director and Several Consultants [Member] \| Bonus Shares [Member]
Loss Contingencies [Line Items]
Shares issued for private placement, shares		127,000,000

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