Discussion and analysis by the management of VOIP-PAL.COM INC on the financial situation and the results of operations. (form 10-K)

The following management's discussion and analysis (MD&A) should be read in
conjunction with our audited consolidated financial statements for the years
ended September 30, 2021 and 2020 and notes thereto appearing elsewhere in
this
report.


CAUTION REGARDING FORWARD-LOOKING INFORMATION



This MD&A for the year ending September 30, 2021 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



COMPANY HISTORY, OVERVIEW AND MAIN ACTIVITIES



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-six issued and pending patents
primarily designed for the broadband VoIP market.



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



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



Results of Operations



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



14





Comparison of years ending September 30, 2021 and 2020


                                              Years ending
                                              September 30               Increase/
                                          2021             2020         (Decrease)        Percent
Revenue                               $          -     $          -     $         -               -
Cost of Revenue                                  -                -               -               -
Gross Margin                                     -                -               -               -
General and administrative expenses     (1,423,240 )     (2,067,929 )      (644,689 )           -31 %
Stock based compensation                (1,003,166 )       (135,471 )       867,695             641 %
Amortization & depreciation               (140,458 )       (140,458 )             -               0 %
Other items                                408,531                -        (408,531 )           100 %
Net gain (loss)                       $ (2,158,333 )   $ (2,343,858 )   $  (185,524 )             8 %



REVENUES, COST OF REVENUES AND GROSS MARGIN

The Company had no sales, revenue cost or gross margin for the years ending
September 30, 2021 and 2020.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the year ending September 30, 2021
totaled $1,423,240 compared to $2,067,929 during 2020. The decrease in general
and administrative expenses of $644,689 or 31% less than the previous year, was
primarily due to a decrease in legal and professional fees and services.



STOCK BASED COMPENSATION


Stock-based compensation expense for the year ended September 30, 2021 totaled
$ 1,003,166 compared to $ 135,471 during 2020. The increase in stock-based compensation expense $ 867,695 or 641% more than the previous year, is mainly attributable to stock options granted during the year.

AMORTIZATION AND DEPRECIATION

Amortization of the intellectual VoIP communications patent properties and
depreciation of fixed assets for the year ending September 30, 2021 totaled
$140,458 compared to $140,458 for the year ended September 30, 2020. There was
no material difference between depreciation and amortization expense for the
year ending September 30, 2021 as compared to 2020.



The Company follows GAAP (FAS 142) 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 year ending September 30, 2021 totaled $408,531 compared to
$Nil during 2020. The decrease in other items of $408,531, or 100% less than the
previous year, was primarily due to forgiveness of director and executive
compensation for the last three years.



INTEREST EXPENSE


The Company had no financing or interest charges for the years ending September 30, 2021 and 2020.


NET GAIN (LOSS)


The Company reported a net loss of $2,158,333 for the year ended September 30,
2021 compared to a net loss of $2,343,857 for the year ended September 30, 2020.
The decrease of $185,524 or 8% as compared to 2020 was primarily due to a
decrease in legal fees.



LIQUIDITY AND CAPITAL RESOURCES



As of September 30, 2021, the Company had an accumulated deficit of $66,384,163
as compared to an accumulated deficit of $54,065,553 at September 30, 2020. As
of September 30, 2021, the Company had a working capital surplus of $9,332 as
compared to a working capital deficit of $293,385 at September 30, 2020. The
increase in the Company's working capital of $302,777 is due to additional
equity raised from private placements during the year.



15






Net cash used by operations for the years ending September 30, 2021 and 2020 was
$955,550 and $1,146,262, respectively. The decrease in net cash used for
operations for the year ending September 30, 2021 as compared to the year ending
September 30, 2020 was primarily due to a decrease in legal fees and
professional services.



Net cash used in investing activities for the years ending September 30, 2021
and 2020 was $Nil and $Nil, respectively. Net cash provided from financing
activities for the year ending September 30, 2021 and 2020 was $1,018,515 and
$299,310, respectively. The increase in net cash provided by financing
activities of $719,205 was due to equity raised from private placements during
the year ending September 30, 2021.



Liquidity


The Company primarily finances its operations from cash received through private placements of its common shares and the exercise of investor warrants and the payment of stock-based compensation. The Company believes that its resources are sufficient to finance its operations over the next 12 months.

Off-balance sheet provisions


Performance Bonus Payable



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


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


Like a September 30, 2021, no event giving rise to a bonus had occurred and no performance bonus was payable.


Impact of Inflation



We believe that inflation has not had a material impact on our results of
operations for the nine months ending September 30, 2021. We cannot assure you
that future inflation will not have an adverse impact on our operating results
and financial condition.



Impact of COVID-19



In March 2020, the World Health Organization declared a global pandemic related
to the COVID-19 coronavirus. Its impact on global economies has been
far-reaching and businesses around the world are being forced to cease or limit
operations for long or indefinite periods of time. Measures taken to contain the
spread of the COVID-19 virus, including travel bans, quarantines, social
distancing, and closures of non-essential services have triggered significant
disruptions to businesses worldwide, resulting in an economic slowdown. Global
stock markets have also experienced great volatility and significant declines.
Governments and central banks have responded with monetary and fiscal
interventions to stabilize economic conditions.



The duration and impact of the COVID-19 pandemic, as well as the effectiveness
of government and central bank responses, remains unclear at this time. It is
not possible to reliably estimate the duration and severity of the COVID-19
pandemic, nor its impact on the financial position and results of the Company in
future periods. The Company is proceeding with its business activities as long
as the work environment remains safe - at this point there has been minimal
disruption to day-to-day operations resulting from health and safety measures.
Disruptions and volatility in the global capital markets may increase the
Company's cost of capital and adversely impact access to capital.

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