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During the nine-month period ended June 30, 2024, options in the capital stock of the Company were issued, and options were exercised (Note 11).

During the nine-month period ended June 30, 2024, on January 12, 2024, the Company granted options to purchase common shares at a price of $ to its consultants and advisors. The options are exercisable for a period of from the date of grant, with options vesting on the date of the option grant, 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 %, expected life of years, annualized historical volatility of % and a dividend rate of %. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. During the nine months ended June 30, 2024, stock-based compensation cost of $ (2023 - $nil) was charged against income from options vested, of which $ was included as “Officers and directors fees” and $ 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 $ per share; and

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

During the year ended September 30, 2023, on May 31, 2023, the Company granted options to purchase common shares at a price of $ to its consultants and advisors. The options are exercisable for a period of from the date of grant, with options vesting on the date of the option grant, options vesting on May 31, 2024, and options vesting on May 31, 2025. Of the options vested, related to replacement options issued from options originally issued on September 21, 2021. On June 1, 2024, the options terms were amended so that all options issued were vested on the grant date. The following assumptions were used for the Black-Scholes valuation of stock options on grant date as follows: risk-free rate of %, expected life of years, annualized historical volatility of % and a dividend rate of %. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. During the nine-month period ended June 30, 2024, stock-based compensation cost of $ (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)

June 30, 2024

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

During the year ended September 30, 2022, on May 30, 2022, the Company granted options to purchase common shares at a price of $ to its consultants and advisors. The options are exercisable for a period of from the date of grant, with On April 24, 2023, the stock options issued on May 30, 2022 were re-priced from $ to $. For the incremental cost on the option modification, the following assumptions were used for the Black-Scholes valuation: risk-free rate of %, expected life of years, annualized historical volatility of % and a dividend rate of %. Expected volatilities are based on the historical volatility of the Company’s stock and other factors. During the nine-month period ended June 30, 2024, stock-based compensation cost of $nil (2023 - $) 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 options to purchase common shares at a price of $ to its directors, officers, employees, consultants and advisors. The options are exercisable for a period of 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 $ to $. For the incremental cost on the option modification, the following assumptions were used for the Black-Scholes valuation: risk-free rate of %, expected life of years, annualized historical volatility of % and a dividend rate of %. Expected volatilities are based on the historical volatility of the Company’s stock and other factors.

During the year ended September 30, 2023, 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 %, expected life of years, annualized historical volatility of % and a dividend rate of %. Expected volatilities are based on the historical volatility of the Company’s stock and other factors.

Preferred Share

During the nine-month period ended June 30, 2024, series A preferred shares were issued pursuant to the Anti-Dilution Clause of the SPA (Note 4) with a value of $ in order to bring total series A preferred share ownership to . During the nine months ended June 30, 2024, share issued cost of $ (2023 - $nil) was charged against income from preferred shares issued.

During the nine-month period ended June 30, 2024, total stock-based compensation cost of $ (2023 - $) was charged against income from options vested.

As at June 30, 2024, the aggregate intrinsic value of the Company’s stock options is $ (September 30, 2023 - $), and the total intrinsic value of options exercised during the nine months ended June 30, 2024 is $ (June 30, 2023 - $).

VOIP-PAL.COM INC.

Notes to the Interim Condensed Consolidated Financial Statements

(Unaudited – prepared by management)

(Expressed in United States Dollars)

June 30, 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 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 nine months ended June 30, 2024,on November 30, 2023, after the completion of trial, the Eighth Judicial District Court for the State of Nevada rendered its decision in favor of VoIP-Pal upon all claims in the case, ruling that the Plaintiffs had not met their burden of proof with respect to any of its claims against VoIP-Pal et al, awarding no damages to Locksmith and specifically ruling that Locksmith take nothing as a result of the litigation. The 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 % 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 % of the capital stock of the Company. Concurrently, the directors authorized % of the Performance Bonus to be issued in an advance payment of an aggregate common shares (“Bonus Shares”) to a group of related and non-related parties, which included members of management, a director and several consultants. 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 June 30, 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 nine months ended June 30, 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 June 30, 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 June 30, 2024 and 2023

Comparison of the Nine Months Ending June 30, 2024 and 2023

REVENUES, COST OF REVENUES AND GROSS MARGIN

The Company had no revenues, cost of revenues or gross margin for the three- or nine-months ending June 30, 2024 and 2023.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the three months ending June 30, 2024 totaled $3,601,065 compared to $21,193,183 during the same period in 2023. The decrease in general and administrative expenses of $17,592,118 or 83% less than the previous year, was primarily due to a $8,678,030 decrease in officers and director fees and a decrease of $8,527,604 in professional fees and services.

General and administrative expenses for the nine months ending June 30, 2024 totaled $6,858,358 compared to $22,574,293 during the same period in 2023. The decrease in general and administrative expenses of $15,715,935 or 70% less than the previous year, was primarily due to a $7,457,239 decrease in officers and director fees and a decrease of $7,713,713 in professional fees and services.

AMORTIZATION AND DEPRECIATION

Amortization of intellectual VoIP communications patent properties and depreciation of capital equipment for the three months ending June 30, 2024 totaled $564 compared to $35,115 during the same period in 2023.

Amortization of the intellectual VoIP communications patent properties and depreciation of fixed assets for the nine months ending June 30, 2024 totaled $70,794 compared to $105,344 during the same period 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 nine-months ending June 30, 2024 included impairment on intangible assets of $nil 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 nine-months ending June 30, 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 nine-months ending June 30, 2024 and 2023.

NET LOSS

The Company reported a net loss of $3,601,629 for the three months ending June 30, 2024 compared to a net loss of $21,228,298 for the same period in 2023. The decrease in net loss of $17,626,669, or 83% less than the same period in 2023, was primarily due to the decrease in officers and director fees and legal and professional fees.

The Company reported a net loss of $6,836,602 for the nine months ended June 30, 2024 compared to a net loss of $22,620,217 for the same period in 2023. The decrease in net loss of $15,783,615, or 70% less than same period in 2023 was due primarily to the decrease in officers and director fees and legal and professional fees.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2024, the Company had an accumulated deficit of $100,022,190 as compared to an accumulated deficit of $93,185,588 at September 30, 2023. As of June 30, 2024, the Company had a working capital of $2,721,210 as compared to a working capital of $2,198,010 at September 30, 2023. The increase in the Company’s working capital of $523,200 is due to equity raised during the period offset by ongoing operating expenses.

Net cash used by operations for the nine months ending June 30, 2024 and 2023 was $1,728,974 and $2,515,648 respectively. The decrease in net cash used for operations for the nine months ending June 30, 2024 as compared to the nine months ending June 30, 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 nine months ending June 30, 2024 and 2023 was $Nil and $Nil, respectively.

Net cash provided from financing activities for the nine months ending June 30, 2024 and 2023 was $2,278,875 and $4,121,600, respectively. The decrease in net cash provided by financing activities of $1,842,725 was due to lower amounts of equity raised and less cash proceeds from private placements during the nine months ending June 30, 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 June 30, 2024, the Company had cash of $2,767,490 and current liabilities of $103,321 and incurred net loss of $6,836,602 during the period ended June 30, 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 2016, the board of directors authorized the Company to provide a performance bonus (the “Performance Bonus”) of up to 3% of the capital stock of the Company by way of the issuance of Common shares from its treasury to an as yet undetermined group of related and non-related parties upon the occurrence of a bonusable event, defined as the successful completion of a sale of the Company or substantially all its assets, or a major licensing transaction. In order to provide maximum flexibility to the Company with respect to determining the level of Performance Bonus payable, and who may qualify to receive a pro-rata share of such a Performance Bonus, the Company authorized full discretion to the Board in making such determinations.

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

As at June 30, 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 nine months ending June 30, 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 June 30, 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 nine months of 2024 which included the following:

As of June 30, 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 June 30, 2024:

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:

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.

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.

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.

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. On May 9, 2024, the parties stipulated to the dismissal of the action. On May 13, 2024, the Court dismissed the action.

On May 20, 2024, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against T-Mobile alleging infringement of U.S. Patent Nos. 8,542,815, 9,179,005, and 10,218,606. The case is pending.

On May 20, 2024, the Company filed a lawsuit in the U.S. District Court, Western District of Texas, against Verizon and related entities alleging infringement of U.S. Patent Nos. 8,542,815 and 9,179,005. The case is pending.

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 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 nine-month period ended June 30, 2024, the Company issued:

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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.

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