Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2016 | Aug. 12, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Voip-pal.com Inc | |
Entity Central Index Key | 1,410,738 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,051,380,868 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
INTERIM CONDENSED CONSOLIDATED
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
CURRENT | ||
Cash | $ 182,856 | $ 773,275 |
Prepaid Expense | 67,500 | |
NON-CURRENT | ||
Intellectual VoIP communications patent properties, net (Note 5) | 1,277,779 | 1,208,911 |
TOTAL ASSETS | 1,528,135 | 1,982,186 |
CURRENT | ||
Accounts payable and accrued liabilities | 17,527 | 43,601 |
TOTAL LIABILITIES | 17,527 | 43,601 |
STOCKHOLDERS' EQUITY | ||
SHARE CAPITAL (Note 9) | 917,464 | 896,292 |
ADDITIONAL PAID-IN CAPITAL (Note 9) | 29,720,857 | 28,357,610 |
SHARES TO BE ISSUED (Note 9) | 759,721 | 846,721 |
DEFICIT (Note 9) | (29,887,434) | (28,162,038) |
TOTAL EQUITY | 1,510,608 | 1,938,585 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,528,135 | $ 1,982,186 |
INTERIM CONDENSED CONSOLIDATED3
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENVIS LOSS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
EXPENSES | ||||
Amortization (Note 5) | $ 25,168 | $ 27,718 | $ 75,540 | $ 83,154 |
Officers and Directors Fees (Note 6) | 8,571 | 54,500 | 51,000 | 129,528 |
Legal fees (Note 6) | 59,722 | 136,423 | 290,358 | 261,531 |
Office & general | 42,024 | 28,077 | 152,163 | 79,760 |
Patent application expense | 186,975 | 362,289 | ||
Professional fees & services (Note 6) | 256,630 | 23,420 | 396,002 | 40,669 |
Stock-based compensation (Note 10) | 398,044 | 398,044 | ||
Total expenses | 977,134 | 270,138 | 1,725,396 | 594,642 |
NET LOSS AND COMPREHENSIVE LOSS | $ (977,134) | $ (270,138) | $ (1,725,396) | $ (594,642) |
Basic and diluted loss per common share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: | ||||
Basic and diluted | 1,050,830,868 | 994,885,711 | 1,050,830,868 | 994,885,711 |
INTERIM CONDENSED CONSOLIDATED4
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (977,134) | $ (270,138) | $ (1,725,396) | $ (594,642) |
Add items not affecting cash: | ||||
Shares issued for services | 92,400 | 18,150 | 147,400 | 52,588 |
Amortization | 25,168 | 27,718 | 75,540 | 83,154 |
Stock-based compensation | 398,044 | 398,044 | ||
Change in non-cash working capital: | ||||
Accounts payable | (43,897) | 7,424 | (26,072) | 7,425 |
Prepaid Expenses | (67,500) | (67,500) | ||
Cash Flows used in Operations | (572,919) | (216,846) | (1,197,984) | (451,475) |
Cash Flows from Investing Activities | ||||
Investment in Intangible Assets | (144,408) | |||
Cash Flows Used in Investing Activities | (144,408) | |||
Cash Flows from Financing Activities | ||||
Proceeds from convertible debentures | 241,974 | 177,000 | 482,975 | 394,250 |
Proceeds from common shares issued | 269,000 | 269,000 | ||
Cash Flows from Financing Activities | 510,974 | 177,000 | 751,975 | 394,250 |
Decrease in cash | (61,945) | (39,846) | (590,417) | (57,225) |
Cash - beginning of period | 244,801 | 65,371 | 773,275 | 82,750 |
Cash - end of period | $ 182,856 | $ 25,525 | $ 182,856 | $ 25,525 |
INTERIM CONDENSED CONSOLIDATED5
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) | Common Shares [Member] | Shares to be Issued [Member] | Additional Paid-in Capital [Member] | Deficit [Member] | Total |
Beginning balance at Sep. 30, 2014 | $ 863,134 | $ 26,738,696 | $ (26,550,270) | $ 1,051,560 | |
Beginning balance, shares at Sep. 30, 2014 | 986,500,570 | ||||
Common shares issued for debt conversion | $ 7,382 | 364,718 | 372,100 | ||
Common shares issued for debt conversion, shares | 7,382,000 | ||||
Common shares issued for services | $ 1,003 | 49,535 | 50,538 | ||
Common shares issued for services, shares | 1,003,141 | ||||
Net Loss | (594,642) | (594,642) | |||
Ending balance at Jun. 30, 2015 | $ 871,519 | 27,152,949 | (27,144,912) | 879,556 | |
Ending balance, shares at Jun. 30, 2015 | 994,885,771 | ||||
Beginning balance at Sep. 30, 2014 | $ 863,134 | 26,738,696 | (26,550,270) | 1,051,560 | |
Beginning balance, shares at Sep. 30, 2014 | 986,500,570 | ||||
Common shares issued for debt conversion | 1,384,904 | ||||
Common shares issued for debt conversion, shares | 26,030,930 | ||||
Common shares issued for services, shares | 7,126,868 | ||||
Ending balance at Sep. 30, 2015 | $ 896,292 | $ 846,721 | 28,357,610 | (28,162,038) | 1,938,585 |
Ending balance, shares at Sep. 30, 2015 | 1,019,658,368 | ||||
Beginning balance at Jun. 30, 2015 | $ 871,519 | 27,152,949 | (27,144,912) | 879,556 | |
Beginning balance, shares at Jun. 30, 2015 | 994,885,771 | ||||
Common shares issued for debt conversion | $ 18,649 | 91,721 | 902,434 | 1,012,804 | |
Common shares issued for debt conversion, shares | 18,648,930 | ||||
Common shares issued for services | $ 6,124 | 755,000 | 302,227 | 1,063,351 | |
Common shares issued for services, shares | 6,123,727 | ||||
Net Loss | (1,017,126) | (1,017,126) | |||
Ending balance at Sep. 30, 2015 | $ 896,292 | 846,721 | 28,357,610 | (28,162,038) | 1,938,585 |
Ending balance, shares at Sep. 30, 2015 | 1,019,658,368 | ||||
Common shares issued for debt conversion | $ 9,147 | (87,000) | 560,828 | 482,975 | |
Common shares issued for debt conversion, shares | 9,147,500 | ||||
Common shares issued for services | $ 5,300 | 142,100 | 147,400 | ||
Common shares issued for services, shares | 5,300,000 | ||||
Common shares issued for Anti-dilution Clause (Note 4), shares | 10,000,000 | ||||
Common shares issued in a private placement | $ 6,725 | 262,275 | 269,000 | ||
Common shares issued in a private placement, shares | 6,725,000 | ||||
Share purchase options granted (Note 10) | 398,044 | ||||
Net Loss | (1,725,396) | (1,725,396) | |||
Ending balance at Jun. 30, 2016 | $ 917,464 | $ 759,721 | $ 29,720,857 | $ (29,887,434) | $ 1,510,608 |
Ending balance, shares at Jun. 30, 2016 | 1,050,830,868 |
NATURE AND CONTINUANCE OF OPERA
NATURE AND CONTINUANCE OF OPERATIONS | 9 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
NATURE AND CONTINUANCE OF OPERATIONS | 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 Companys registered office is located at 10900 NE 4 th Since March 2004, the Company has been developing technology and patents related to VoIP-related processes. All business activities prior to March 2004 have been abandoned and written off to deficit. In December 2013, the Company completed the acquisition of Digifonica (International) Limited (Digifonica), a private company incorporated on September 7, 2004 in Gibraltar. 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, at June 30, 2016, had an accumulated deficit of $29,887,434 (September 30, 2015 - $28,162,038). 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 may cast significant doubt about the Companys 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 the 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 Companys 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. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2. BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with generally accepted accounting principles of the United States of America (US GAAP) have been condensed or omitted pursuant to such SEC rules and regulations. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended September 30, 2015. Operating results for the nine-month period ended June 30, 2016 may not necessarily be indicative of the results for the year ending September 30, 2016. The accompanying interim condensed consolidated financial statements have been prepared in accordance with US GAAP. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 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 June 30, 2016, 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. Cash Cash consists of cash on hand and monies held in checking and savings accounts. The Company had $182,856 and $773,275 in cash on June 30, 2016 and September 30, 2015, respectively. Intangible Assets Intangible assets, consisting of Intellectual VoIP communication patent properties 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 transferors carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. U.S. GAAP establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets and liabilities. 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 that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of cash is classified as Level 1 at June 30, 2016 and September 30, 2015. The Company classifies its financial instruments as follows: Cash is classified as held for trading, and is measured at fair value. Accounts payable and accrued expenses 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 Companys policy is to classify income tax assessments, if any, for interest expense and for penalties in general and administrative expenses. The Companys 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 outstanding options and warrants outstanding during each period. To calculate diluted loss per share the Company uses the treasury stock method and the If-converted method. For the period ended June 30, 2016 and September 30, 2015 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 Stock based compensation The Company recognizes compensation expense for all stock-based payments made to employees, directors and others based on the estimated fair values of its common stock on the date of issuance. The Company determines the fair value of the 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. 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. Concentrations of Credit Risk The Company maintains cash at financial institutions, which at times, may be in excess of insured limits. The Company has not experienced any losses to date as a result of this policy and, in assessing its risk, the Companies policy is to maintain cash only with reputable financial institutions. One of the operating accounts had a cash value of $182,856 as of June 30, 2016 which did not exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying interim consolidated financial statements. |
INVESTMENT IN DIGIFONICA
INVESTMENT IN DIGIFONICA | 9 Months Ended |
Jun. 30, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN DIGIFONICA | NOTE 4. INVESTMENT IN 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 for cash and common shares of the Company from the seller (the Seller). The SPA included an Anti-Dilution Clause (the Anti-dilution Clause) that requires the Company to maintain the Sellers percentage ownership of the Company at 40% by issuing the Seller a proportionate number of common shares of any future issuance of the Companys common shares. The assets acquired through the acquisition were VoIP-related patented technology. This patented technology includes patents for Lawful Intercept, routing, billing, rating mobile gateway, advanced interoperability solutions, intercepting voice over IP communications, and uninterrupted transmission of internet protocol transmissions during endpoint changes. Shares issued pursuant to the Anti-dilution Clause are recorded as a share issuance cost within the Additional Paid-in Capital account. As at September 30, 2015, the Company accrued 18,839,786 common shares to be issued at $0.05 per share, valued at $941,989 to the Seller of Digifonica pursuant to the Anti-Dilution Clause. During the nine months ended June 30, 2016 the Company issued 10,000,000 common shares at $0.05 per share, valued at $500,000 and recorded as share issuance cost within the Additional Paid-in Capital account. As at June 30, 2016, the Company has accrued 8,839,786 common shares at $0.05 per share, valued at $441,989 to the seller of Digifonica pursuant to the Anti-Dilution Clause. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5. INTANGIBLE ASSETS The Company acquired certain patents and technology from Digifonica in December 2013 (See Note 4). These assets have been recorded in the financial statements as intangible assets. These assets are being amortized over twelve (12) years on a straight line basis. A summary of intangible assets as of June 30, 2016 and September 30, 2015 is as follows: June 30, 2016 September 30, 2015 VoIP Intellectual property and patents $ 1,582,426 $ 1,438,018 Accumulated amortization (304,647 ) (229,107 ) Net book value $ 1,277,779 $ 1,208,911 There were no disposals of any intangible assets in the years presented. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS During the nine months ended June 30, 2016 the Company incurred $13,958 (2015 - $46,528) in legal fees paid to a Director in his capacity as legal counsel, $51,000 (2015 - $27,000) in officer fees, and $120,500 (2015 - $80,500) paid to officers and directors for professional fees and services. Included in Shares to be issued as at June 30, 2016 is $650,000 (2015 - $nil) for unpaid Officers and Directors fees and $90,000 (2015 - $nil) for professional fees & services paid to a director for consulting services provided. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Jun. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 7. SUPPLEMENTAL CASH FLOW INFORMATION During the nine months ended June 30, 2016 and 2015, the Company paid $nil income taxes and $nil in interest. |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 9 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES | NOTE 8. CONVERTIBLE DEBENTURES The Company routinely issues convertible debentures with no interest rates that are due on demand. The convertible debentures are convertible at fixed conversion rates. See note 9 for details of common shares issued during the year from the conversion of convertible debentures. |
SHARE CAPITAL
SHARE CAPITAL | 9 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
SHARE CAPITAL | NOTE 9. SHARE CAPITAL Capital Stock Authorized: 1,100,000,000 common voting shares with a par value of $0.001 each 1,000,000 convertible preferred shares with a par value of $0.01 each During the year ended September 30, 2015, the Company issued 26,030,930 common shares valued between $0.05 and $0.08 per common share to convert $1,384,904 of convertible debentures, and 7,126,868 common shares valued between $0.05 and $0.06 per common share for services received. During the nine months ended June 30, 2016, the Company issued 6,725,000 common shares at a price of $0.04 per common share in a private placement of common stock for gross proceeds of $269,000, 9,147,000 common shares valued at $0.04 and $0.05 per common share on conversion of debentures totaling $482,975, 5,300,000 common shares at $0.0275 per common share for services received totaling $147,400, and 10,000,000 common shares at $0.05 per common share to the seller of Digifonica pursuant to the Anti-dilution Clause. As at June 30, 2016 the Company has $759,721 to be settled through shares-to-be-issued at $0.05 per common share for services received during the year ended September 30, 2015. During the nine months ended June 30, 2016, the Company granted 14,000,000 incentive stock options to purchase common shares of the Company at a price of $0.06 per common share for a period of five years to several consultants of the Company. The options were granted under the incentive stock option plan adopted by the Company in June, 2016 (see Note 10 Stock Option Plan |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 10. STOCK-BASED COMPENSATION Stock Option Plan During the nine months ended June 30, 2016, 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, it was determined by the board of directors that the Company requires a stock option plan under which it is able to grant incentive stock options to such Service Providers. The Company put 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. During the nine month period ended June 30, 2016, the Company granted options under the Plan to several of its consultants to purchase 14,000,000 common shares in the capital stock of the Company at an exercise price of $0.06 per common share for a period of five years from the date of grant. 8,000,000 of the options granted vest immediately, with the balance to vest within one year of the date of grant. The following assumptions were used for the Black-Scholes valuation of stock options granted during the nine-month period ended June 30, 2016: risk-free rate of 0.52%, expected life of 5 years, annualized historical volatility of 68.8% and a dividend rate of 0%. Expected volatilities are based on historical volatility of the Companys stock and other factors. The compensation cost that has been charged against income from options issued under the plan was $398,044 ($nil 2015). The weighted-average grant-date fair value of options granted during the nine-months ended June 30, 2016 was $0.03 (2015 - $nil). The total intrinsic value of options exercised during the nine months ended June 30, 2016 was $nil (2015 - $nil). |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 9 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
SEGMENTED INFORMATION | NOTE 11. SEGMENTED INFORMATION 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. |
CONTINGENT LIABILITIES
CONTINGENT LIABILITIES | 9 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENT LIABILITIES | NOTE 12. CONTINGENT LIABILITIES Litigation The Company is party to pending litigation cases as follows: i) Locksmith Financial Corporation, Inc. et al. v Voip-Pal.com Inc. (Case No A-15-717491-C) filed in Clark County District Court (the State Case) On March 24, 2014, the Company resolved to freeze 95,832,000 common shares that were issued to a company controlled by a former director (the defendant) in fiscal 2013 and accounted for at a cost of $1,443,000. The Company believes that the shares were issued as settlement of a line of credit that the Company believes to have been legally unsupported. The defendant alleges that the freeze and the Companys actions constituted fraud and a breach of securities laws. The Company denies any wrongdoing. Currently the State Case is entering the discovery phase of litigation and the outcome is undeterminable. ii) Voip-Pal.com Inc. v Richard Kipping, et al. (Case No. 2:15-cv-01258-JAD-VCF) filed in United States District Court (the Federal Case) On July 2, 2015, the Company filed suit against a former director, a shareholder and the company controlled by a former director. The Company alleges that the common shares issued in the State Case and an additional 7,200,000 common shares were fraudulently obtained and that the shares have been unlawfully transferred to other entities. The proceedings in the Federal Case have been stayed pending a final determination of the issues in the State Case. The outcome of the case is undeterminable. iii) Voip-Pal.com Inc. v Apple, Inc. (Case No. 2:16-CV-00260) & Verizon Wireless Services, LLC, Verizon Communications Inc., AT&T Corp. (Case No. 2:16-VC-00271) in the United States District Court, District of Nevada In February, 2016 the Company filed patent infringement lawsuits in the United States District Court, District of Nevada against four major telecommunications and media-related companies, claiming a combined $7,200,000,000 in damages. On May 9, 2016, the lawsuits were officially served to these companies. The proceedings in these cases have not yet commenced. The outcome of these cases is undeterminable. Inter Partes Reviews In other legal actions related to Item iii above, the Company is involved in three Inter Partes Review (IPR) cases before the Patent Trial and Appeal Board of the United States Patent and Trademark Office, as follows: - Unified Patents Inc. (Petitioner) vs. Voip-Pal.com, Inc. (Patent Owner) IPR2016-01082, Reviewing Patent No. 8,542,815 - Apple, Inc. (Petitioner) vs. Voip-Pal.com, Inc. (Patent Owner) IPR2016-01198, Reviewing Patent No. 9,179,005 - Apple, Inc. (Petitioner) vs. Voip-Pal.com, Inc. (Patent Owner) IPR2016-01201, Reviewing Patent No. 5,542,815 The Inter Partes Review allows the Patent Trial and Appeal Board to consider the validity of issued patents. There are no damages awarded, but a portion or all of a patent may be invalidated. The outcome of these IPRs is undeterminable. Performance Bonus Payable During the nine months ended June 30, 2016, the board of directors of the Company authorized the Company to provide a performance bonus of up to 3% of the capital stock of the Company (the Performance Bonus) 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 successful completion of a purchase and sale of the Company or a major licensing transaction, defined as a bonusable event. In order to provide maximum flexibility to the Company with respect to determining what constitutes such a bonusable event, 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. As at June 30, 2016, no bonusable event has occurred and there is no Performance Bonus currently payable. |
SIGNIFICANT ACCOUNTING POLICI18
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016, 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. |
Cash | Cash Cash consists of cash on hand and monies held in checking and savings accounts. The Company had $182,856 and $773,275 in cash on June 30, 2016 and September 30, 2015, respectively. |
Intangible Assets | Intangible Assets Intangible assets, consisting of Intellectual VoIP communication patent properties 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 transferors carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. U.S. GAAP establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value: Level 1: Quoted prices in active markets for identical assets and liabilities. 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 that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of cash is classified as Level 1 at June 30, 2016 and September 30, 2015. The Company classifies its financial instruments as follows: Cash is classified as held for trading, and is measured at fair value. Accounts payable and accrued expenses are classified as other financial liabilities, and have a fair value approximating their carrying value, due to their short-term nature. |
Incomes 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 Companys policy is to classify income tax assessments, if any, for interest expense and for penalties in general and administrative expenses. The Companys 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 outstanding options and warrants outstanding during each period. To calculate diluted loss per share the Company uses the treasury stock method and the If-converted method. For the period ended June 30, 2016 and September 30, 2015 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 |
Stock based compensation | Stock based compensation The Company recognizes compensation expense for all stock-based payments made to employees, directors and others based on the estimated fair values of its common stock on the date of issuance. The Company determines the fair value of the 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. 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. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company maintains cash at financial institutions, which at times, may be in excess of insured limits. The Company has not experienced any losses to date as a result of this policy and, in assessing its risk, the Companies policy is to maintain cash only with reputable financial institutions. One of the operating accounts had a cash value of $182,856 as of June 30, 2016 which did not exceed the Federal Deposit Insurance Corporation insurance limit of $250,000. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying interim consolidated financial statements. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | A summary of intangible assets as of June 30, 2016 and September 30, 2015 is as follows: June 30, 2016 September 30, 2015 VoIP Intellectual property and patents $ 1,582,426 $ 1,438,018 Accumulated amortization (304,647 ) (229,107 ) Net book value $ 1,277,779 $ 1,208,911 |
NATURE AND CONTINUANCE OF OPE20
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
Accounting Policies [Abstract] | ||
Accumulated deficit | $ (29,887,434) | $ (28,162,038) |
SIGNIFICANT ACCOUNTING POLICI21
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 |
Accounting Policies [Abstract] | ||||||
Cash | $ 182,856 | $ 244,801 | $ 773,275 | $ 25,525 | $ 65,371 | $ 82,750 |
FDIC insurance amount | $ 250,000 |
INVESTMENT IN DIGIFONICA (Detai
INVESTMENT IN DIGIFONICA (Details Narrative) - Digifonica [Member] - USD ($) | 9 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2015 | |
Ownership percentage | 100.00% | |
Anti-Dilution clause, percentage to be retained by seller | 40.00% | |
Shares owed pursuant to anti-dilution clause | 8,839,786 | 18,839,786 |
Share price | $ 0.05 | $ 0.05 |
Value of shares owed pursuant to anti-dilution clause | $ 441,989 | $ 941,989 |
Common shares issued for Anti-dilution Clause (Note 4) | $ 500,000 | |
Common shares issued for Anti-dilution Clause (Note 4), shares | 10,000,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 2016 | Sep. 30, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intellectual VoIP communications patent properties, net (Note 5) | $ 1,582,426 | $ 1,438,018 |
Accumulated amortization | (304,647) | (229,107) |
Net book value | $ 1,277,779 | $ 1,208,911 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Legal fees | $ 59,722 | $ 136,423 | $ 290,358 | $ 261,531 |
Officers and directors fees due | 650,000 | 650,000 | ||
Due to related parties - professional fees & services | 900,000 | 900,000 | ||
Officer fees | $ 8,571 | $ 54,500 | 51,000 | 129,528 |
Director [Member] | ||||
Legal fees | 13,958 | 46,528 | ||
Officer fees | 51,000 | 27,000 | ||
Officers and Directors [Member] | ||||
Legal fees | $ 120,500 | $ 80,500 |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
Common stock, authorized shares | 1,100,000,000 | |||
Common stock, par value | $ 0.001 | |||
Preferred stock, authorized shares | 1,000,000 | |||
Preferred stock, par value | $ 0.01 | |||
Common shares issued for debt conversion | $ 1,012,804 | $ 482,975 | $ 372,100 | $ 1,384,904 |
Common shares issued for services | $ 1,063,351 | $ 147,400 | 50,538 | |
Stock options granted | 14,000,000 | |||
Exercise price of options granted | $ 0.06 | |||
Option term | 5 years | |||
Minimum [Member] | ||||
Share price | $ 0.05 | $ 0.04 | $ 0.05 | |
Maximum [Member] | ||||
Share price | $ 0.08 | $ 0.05 | $ 0.08 | |
Common Shares [Member] | ||||
Common shares issued for debt conversion | $ 18,649 | $ 9,147 | $ 7,382 | |
Common shares issued for debt conversion, shares | 18,648,930 | 9,147,500 | 7,382,000 | 26,030,930 |
Common shares issued for services | $ 6,124 | $ 5,300 | $ 1,003 | |
Common shares issued for services, shares | 6,123,727 | 5,300,000 | 1,003,141 | 7,126,868 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) | 9 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock options granted | shares | 14,000,000 |
Exercise price of options granted | $ 0.06 |
Option term | 5 years |
Vesting terms | 8,000,000 of the options granted vest immediately, with the balance to vest within one year of the date of grant |
Pricing Method used | Black-Scholes |
Risk-free rate | 0.52% |
Expected life | 5 years |
Expected volatility | 68.80% |
Dividend rate | 0.00% |
Weighted-average grant date fair value | $ 0.03 |
CONTINGENT LIABILITIES (Details
CONTINGENT LIABILITIES (Details Narrative) | 9 Months Ended |
Jun. 30, 2016 | |
Performance bonus, percentage | 3.00% |
State Case [Member] | |
Name of Plaintiff | Locksmith Financial Corporation, Inc. et al. |
Name of Defendant | Voip-Pal.com Inc |
Description of legal suit | On March 24, 2014, the Company resolved to freeze 95,832,000 common shares that were issued to a company controlled by a former director (the defendant) in fiscal 2013 and accounted for at a cost of $1,443,000. The Company believes that the shares were issued as settlement of a line of credit that the Company believes to have been legally unsupported. The defendant alleges that the freeze and the Companys actions constituted fraud and a breach of securities laws. The Company denies any wrongdoing. |
Federal Case [Member] | |
Name of Plaintiff | Voip-Pal.com Inc |
Name of Defendant | Richard Kipping, et al. |
Description of legal suit | On July 2, 2015, the Company filed suit against a former director, a shareholder and the company controlled by a former director. The Company alleges that the common shares issued in the State Case and an additional 7,200,000 common shares were fraudulently obtained and that the shares have been unlawfully transferred to other entities |
Federal Case 2 [Member] | |
Name of Plaintiff | Voip-Pal.com Inc |
Name of Defendant | Apple, Inc. (Case No. 2:16-CV-00260) & Verizon Wireless Services, LLC, Verizon Communications Inc., AT&T Corp. (Case No. 2:16-VC-00271) |
Description of legal suit | In February, 2016 the Company filed patent infringement lawsuits in the United States District Court, District of Nevada against four major telecommunications and media-related companies, claiming a combined $7,200,000,000 in damages. |