VPLM 10-K & 10-Q changes, risk factors and insider trading

General and administrative expenses for the year ending September 30, 20242025 totaled $9,592,512$6,244,756 compared to $23,212,971$9,592,512 during the year ending September September 30, 2023.2024. The decrease in general and administrative expenses of $13,620,459$3,347,756 or 59%35% less than the previous year, was primarily due to a $5,436,799$2,788,146 decrease in officers and director fees and a decrease of $7,606,079$816,407 in professionallegal fees and services.fees.

Amortization of the intellectual VoIP communications patent properties and depreciation of fixed assets for the year ending September 30, 20242025 totaled $71,232$nil compared to $140,458$71,232 for the year ended September 30, 2023.2024.

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

The Company reported a net loss of $6,227,153 for the year ended September 30, 2025 compared to a net loss of $10,172,194 for the year ended September 30, 2024 compared to a net loss of $23,109,009 for the year ended September 30, 2023.2024. The decrease in net loss of $12,936,815$3,945,041 or 56%39% less than the previous year was primarily due to a decrease in stock-basedlegal compensationfees and legalofficer and professionaldirector fees.

The Company primarily finances its operations from cash received through the private placement of its common stock, settling outstanding debts, and the exercise of warrants from investors. There can be no assurance that capital will be available as necessary to meet continued developments and operating costs or, if the capital is available, that it will be on terms acceptable to the Company. As at September 30, 2024,2025, the Company had cash of $2,369,413 $1,060,499 and current liabilities of $300,782$173,932 and incurred net loss of $10,172,194$6,227,153 during the year ended September 30, 20242025; accordingly the Company will require additional capital to fund its operations for the next 12 months.

The following management’s discussion and analysis (MD&A) should be read in conjunction with our interim condensed consolidated financial statements for the sixnine months ended MarchJune 31,30, 2026 and notes thereto appearing elsewhere in this report, and our audited consolidated financial statements for the year ended September 30, 2025 and notes thereto.

This MD&A for the period ending MarchJune 31,30, 2026 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.

Comparison of the Three Months Ending MarchJune 31,30, 2026 and 2025

Comparison of the SixNine Months Ending MarchJune 31,30, 2026 and 2025

The Company had no revenues, cost of revenues or gross margin for the sixnine months ending MarchJune 31,30, 2026 and 2025.

General and administrative expenses for the three months ending MarchJune 31,30, 2026 totaled $1,924,325$1,216,189 compared to $1,364,563($188,187) during the same period in 2025. The increase in general and administrative expenses of $559,762$1,404,376 or 41%746% more than in the previous period was primarily due to to a $511,559$1,368,382 increase in professional fees and services, a $89,772$52,552 increase in officers and directors fees,fees and a $39,151$20,341 increase in office and & general expenses, offset by a $79,171$38,498 decrease in legal fees.

General and administrative expenses for the sixnine months ending MarchJune 31,30, 2026 totaled $2,843,978$4,060,167 compared to $1,876,303$1,688,116 during the same period in 2025. The increase in general and administrative expenses of $967,675$2,372,051 or 52%141% more than in the previous period was primarily due to to a $953,444$2,321,826 increase in professional fees and services, a $84,978$137,530 increase in officers and directors fees,fees and a $46,003$66,344 increase in office and & general expenses, offset by a $116,222$154,720 decrease in legal fees.

Other items for the sixnine months ending MarchJune 31,30, 2026, included a loss on settlement of accounts payable of $104,500, compared to a loss on settlement of accounts payable of $34,763 during the same periodsperiod in 2025.

The Company reported a net loss of $2,028,825$1,216,189 for the three months ending MarchJune 31,30, 2026 compared to a net lossprofit of $1,399,326$188,187 for the same period in 2025. The increase in net loss of $629,499,$1,404,376, or 45%746% more than the same period in 2025, was primarily due to an increase in officers and directors’ fees, professional fees and servicesservices, officers and lossdirectors’ onfees settlementand ofan accountsincrease payable.in office & general expenses, offset by a decrease in legal fees.

The Company reported a net loss of $2,948,478$4,164,667 for the sixnine months ended MarchJune 31,30, 2026 compared to a net loss of $1,911,066$1,722,879 for the same period in 2025. The increase in net loss of $1,037,412,$2,441,788, or 54%142% lessmore than same period in 2025 was due primarily to an increase in officers and directors’ fees, professional fees and services, and loss on settlement of accounts payable.

As of MarchJune 31,30, 2026, the Company had an accumulated deficit of $112,533,413$113,749,602 as compared to an accumulated deficit of $109,584,935 at September 30, 2025. As of MarchJune 31,30, 2026, the Company had a working capital of $373,719$168,313 as compared to a working capital of $969,267 at September 30, 2025. The decrease in the Company’s working capital of $595,548$800,954 is due to ongoing operating expenses during the period.

Net cash used by operations for the sixnine months ending MarchJune 31,30, 2026 and 2025 was $829,843$1,193,965 and $999,219$1,407,716 respectively. The increasedecrease in net net cash used for operations for the sixnine months ending MarchJune 31,30, 2026 as compared to the sixnine months ending MarchJune 31,30, 2025 was primarily due due to an increase in netstock-based loss.compensation.

Net cash used in investing activities for the sixnine months ending MarchJune 31,30, 2026 and 2025 was $Nil and $Nil, respectively.

Net cash provided from financing activities for the sixnine months ending MarchJune 31,30, 2026 was $205,000$355,000 and $85,000,$205,000, respectively. The increase in net cash provided by financing activities of $120,000$150,000 was due to $355,000 cash proceeds from private placements during the nine months ending June 30, 2026 compared with $205,000 cash proceeds from private placements during the six months ending March 31, 2026 compared with no amounts of equity raised from private placements during the sixnine months ending MarchJune 31,30, 2025.

The Company primarily finances its operations from cash received through the private placement of its common stock, settling outstanding debts, and the exercise of warrants and options from investors. There can be no assurance that capital will be available as necessary to meet continued developments and operating costs or, if the capital is available, that it will be on terms acceptable to the Company. As at MarchJune 31,30, 2026, the Company had cash of $435,656$221,534 and current liabilities of $156,469$131,582 and incurred net loss of $2,948,478$4,164,667 during the sixnine month period ended MarchJune 31,30, 2026; accordingly the Company will require additional capital to fund its operations for the next 12 months.

As at MarchJune 31,30, 2026, no bonusable event has occurred and there is no Performance Bonus payable.