Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2017 | Feb. 12, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Voip-pal.com Inc | |
Entity Central Index Key | 1,410,738 | |
Document Type | 10-Q | |
Trading Symbol | VPLM | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 1,256,462,283 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,018 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 |
CURRENT | ||
Cash | $ 1,379,057 | $ 12,157 |
Subscription receivables (Note 9) | 65,000 | |
Legal retainer | 100,000 | 100,000 |
Prepaid expense | 12,000 | 12,000 |
Total Current Assets | 1,556,057 | 124,157 |
NON-CURRENT | ||
Intellectual VoIP communications patent properties, net (Note 5) | 1,021,200 | 1,055,750 |
TOTAL ASSETS | 2,577,257 | 1,179,907 |
CURRENT | ||
Accounts payable and accrued liabilities | 406,510 | 316,533 |
TOTAL LIABILITIES | 406,510 | 316,533 |
STOCKHOLDERS' EQUITY | ||
SHARE CAPITAL (Note 9) | 1,104,956 | 1,018,760 |
ADDITIONAL PAID-IN CAPITAL (Note 9) | 34,914,656 | 33,028,389 |
SHARES TO BE ISSUED (Note 9) | 1,063,041 | 1,063,041 |
DEFICIT | (34,911,906) | (34,246,816) |
Total Equity | 2,170,747 | 863,374 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,577,257 | $ 1,179,907 |
CONSOLIDATED STATEMENTS OF LOSS
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
EXPENSES | ||
Amortization (Note 5) | $ 34,550 | $ 34,548 |
Officers and Directors fees (Note 6) | 53,100 | 53,100 |
Legal fees (Note 6) | 343,777 | 89,619 |
Office & general | 89,205 | 67,362 |
Patent consulting fees | 33,529 | 90,000 |
Professional fees & services (Note 6) | 110,930 | 80,880 |
Stock-based compensation (Note 10) | 117,090 | |
Total expenses | 665,090 | 532,599 |
NET LOSS AND COMPREHENSIVE LOSS FOR THE YEAR | $ (665,090) | $ (532,599) |
Basic and diluted loss per common share (in dollars per share) | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: | ||
Basic and diluted (in shares) | 1,166,319,004 | 1,064,989,925 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss for the period | $ (665,090) | $ (532,599) |
Add items not affecting cash: | ||
Stock-based compensation | 117,090 | |
Shares issued for services and finder's fees | 2,370 | 112,400 |
Amortization | 34,550 | 34,548 |
Changes in non-cash working capital: | ||
Prepaid expense | 22,500 | |
Accounts payable | 89,977 | (155,435) |
Subscription receivables | (65,000) | |
Cash Flows Used in Operating Activities | (603,193) | (401,496) |
Cash Flows from Financing Activities | ||
Proceeds from convertible debentures | 72,500 | |
Proceeds from private placement | 1,930,093 | 275,000 |
Proceeds from warrant exercise | 40,000 | |
Cash Flows Provided by Financing Activities | 1,970,093 | 347,500 |
Decrease in cash | 1,366,900 | (53,996) |
Cash, beginning of the period | 12,157 | 121,115 |
Cash, end of the period | $ 1,379,057 | $ 67,119 |
INTERIM CONSOLIDATED STATEMENTS
INTERIM CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Common Stock [Member] | Shares to be Issued [Member] | Additional Paid-In Capital [Member] | Deficit [Member] | Total |
Beginning balance at Sep. 30, 2016 | $ 933,108 | $ 1,063,041 | $ 30,882,963 | $ (31,636,143) | $ 1,242,969 |
Beginning balance (in shares) at Sep. 30, 2016 | 1,056,474,201 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for private placement | $ 73,068 | 1,516,943 | 1,590,010 | ||
Shares issued for private placement (in shares) | 73,067,166 | ||||
Shares issued for debt conversion | $ 1,400 | 31,100 | 32,500 | ||
Shares issued for debt conversion (in shares) | 1,400,000 | ||||
Shares issued for services | $ 7,748 | 223,953 | 231,700 | ||
Shares issued for services (in shares) | 7,747,500 | ||||
Shares cancelled on termination of services | $ (900) | (44,100) | (45,000) | ||
Shares cancelled on termination of services (in shares) | (900,000) | ||||
Share purchase options granted | 421,867 | 421,867 | |||
Net loss for the period | (2,610,673) | (2,610,673) | |||
Ending balance at Sep. 30, 2017 | $ 1,018,760 | 1,063,041 | 33,028,389 | (34,246,816) | 863,374 |
Ending balance (in shares) at Sep. 30, 2017 | 1,142,125,534 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued for private placement | $ 85,038 | 1,845,055 | 1,930,093 | ||
Shares issued for private placement (in shares) | 85,037,663 | ||||
Shares issued for warrant exercise | $ 1,000 | 39,000 | 40,000 | ||
Shares issued for warrant exercise (in shares) | 1,000,000 | ||||
Shares issued for services | $ 158 | 2,212 | 2,370 | ||
Shares issued for services (in shares) | 158,000 | ||||
Net loss for the period | (665,090) | (665,090) | |||
Ending balance at Dec. 31, 2017 | $ 1,104,956 | $ 1,063,041 | $ 34,914,656 | $ (34,911,906) | $ 2,170,747 |
Ending balance (in shares) at Dec. 31, 2017 | 1,228,321,197 |
NATURE AND CONTINUANCE OF OPERA
NATURE AND CONTINUANCE OF OPERATIONS | 3 Months Ended |
Dec. 31, 2017 | |
Nature And Continuance Of Operations | |
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 Company’s registered office is located at 10900 NE 4 th Since March 2004, the Company has been developing technology and patents related to Voice-over-Internet Protocol (VoIP) processes. All business activities prior to March 2004 have been abandoned and written off to deficit. In December 2013, the Company completed the acquisition of Digifonica (International) Limited, a private company based in Gibraltar, whose assets included several patents and technology developed for the VoIP market. These 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 December 31, 2017, had an accumulated deficit of $34,911,906 (September 30, 2017 - $34,246,816). The ability of the Company to continue operations as a going concern is dependent upon raising additional working capital, settling outstanding debts and generating profitable operations. These material uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. Should the going concern assumption not continue to be appropriate, further adjustments to carrying values of assets and liabilities may be required. There can be no assurance that capital will be available as necessary to meet these continued developments and operating costs or, if the capital is available, that it will be on 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 Company’s liabilities and future cash commitments. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, its business and future success may be adversely affected. Additionally, as the Company’s stated objective is to monetize its patent suite through the licensing or sale of its intellectual property (“IP”), the Company being forced to litigate or to defend its IP claims through litigation casts substantial doubt on its future to continue as a going concern. IP litigation is generally a costly process, and in the absence of revenue the Company must raise capital to continue its own defense and to validate its claims – in the event of a failure to defend its patent claims, either because of lack of funding, a court ruling against the Company or because of a protracted litigation process, there can be no assurance that the Company will be able to raise additional capital to pay for an appeals process or a lengthy trial. The outcome of any litigation process may have a significant adverse effect on the Company’s ability to continue as a going concern. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 2. BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation These 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 December 31, 2017, Digifonica had no activities. Use of Estimates The preparation of these 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 $1,379,057 and $12,157 in cash on December 31, 2017 and September 30, 2017, 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. Costs to renew or extend patents are capitalized. Management considers factors such as remaining life of the patents, technological usefulness and other factors in estimating the life of the assets. The carrying value of intangible assets are reviewed for impairment by management of the Company at least annually or upon the occurrence of an event which may indicate that the carrying amount may be less than its fair value. If impaired, the Company will write-down such impairment. In addition, the useful life of the intangible assets will be evaluated by management at least annually or upon the occurrence of an event which may indicate that the useful life may have changed. Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement, defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. 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 December 31, 2017 and September 30, 2017. 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 Company’s policy is to classify income tax assessments, if any, for interest expense and for penalties in general and administrative expenses. The Company’s income tax returns are subject to examination by the IRS and corresponding states, generally for three years after they are filed. Loss per Common Share Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted income per share includes potentially dilutive securities such as 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 three-month period ended December 31, 2017 and the year ended September 30, 2017 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. Stock option expense is recognized over the option’s vesting period. 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 Company’s policy is to maintain cash only with reputable financial institutions. As of December 31, 2017, the Company’s bank operating account balances exceeded than the Federal Deposit Insurance Corporation Insurance Limit of $250,000 by $1,129,063. Recent Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 requires companies to classify all deferred tax assets or liabilities as noncurrent on the balance sheet rather than separately disclosing deferred taxes as current and noncurrent. This standard is effective for the Company beginning on October 1, 2017 and can be applied either prospectively or retrospectively to all periods presented upon adoption. The standard did not have any impact on the Company’s financial statements. In January 2016, FASB issued ASU 2016-01 to amend certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Most prominent among the amendments is the requirement for changes in fair value of equity investments, with certain exceptions, to be recognized through profit or loss rather than other comprehensive income. The new standard will be effective for the Company beginning October 1, 2018. The standard is not expected to have any impact on the Company’s financial statements. Recent Accounting Pronouncements (cont’d) In February 2016 FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and the lessors. The new standard requires the lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. The classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. When adopted, the Company does not expect this guidance to have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss credit loss estimates. For trade and other receivables, loans and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available for sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The new standard will be effective for the Company beginning October 1, 2020, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to deficit as of the effective date. The Company is currently assessing the impact of the standard on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230)”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU No. 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of ASU No. 2016-15 on its financial position, results of operations and liquidity. |
PURCHASE OF DIGIFONICA
PURCHASE OF DIGIFONICA | 3 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
PURCHASE OF DIGIFONICA | NOTE 4. PURCHASE OF DIGIFONICA The Company acquired Digifonica in December 2013. Pursuant to the terms in the Share Purchase Agreement (the “SPA”) the Company acquired 100% of Digifonica from the seller (the “Seller”) for a cash payment of $800,000 and 389,023,561 common shares of the Company. The assets acquired through the acquisition were VoIP-related patented technology, including patents for Lawful Intercept, routing, billing and rating, mobile gateway, advanced interoperability solutions, intercepting voice over IP communications, and uninterrupted transmission of internet protocol transmissions during endpoint changes. The SPA included an anti-dilution clause (the “Anti-Dilution Clause”) that requires the Company to maintain the Seller’s percentage ownership of the Company at 40% by issuing the Seller a proportionate number of common shares of any future issuance of the Company’s common shares. Shares issued pursuant to the Anti-Dilution Clause are recorded as a share issuance cost within the Additional Paid-in Capital account (Notes 6 and 9). |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017 and September 30, 2017 is as follows: December 31, 2017 September 30, 2017 VoIP Intellectual property and patents $ 1,552,416 $ 1,552,416 Accumulated amortization (531,216 ) (496,666 ) Net book value $ 1,021,200 $ 1,055,750 There were no disposals of any intangible assets in the years presented. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS The Company compensates certain of its key management personnel to operate its business in the normal course. Key management includes the Company’s executive officers and members of its Board of Directors. Compensation paid or accrued to key management during the period ended December 31, 2017 includes: December 31, 2017 December 31, 2016 Management fees to the CEO $ 22,500 $ 22,500 Management fees to the CFO 21,600 21,600 Management fees to the President 9,000 9,000 Directors fees Nil 14,900 $ 53,100 $ 68,000 At December 31, 2017 included in accounts payable and accrued liabilities is $227,200 (September 30, 2017 - $186,700) owed to current officers and directors. Amounts due to/from related parties are non-interest bearing, unsecured and have no fixed terms of repayment unless otherwise noted. As at December 31, 2017, included in shares to be issued is $902,000 (September 30, 2017 - $902,000) for unpaid Officer and Director fees and $80,000 (September 30, 2017 - $80,000) for professional fees & services paid to a director for consulting services provided. Additionally, $2,726,179 (September 30, 2017 - $994,548) was accrued in the year to the Seller of Digifonica for the Anti-Dilution Clause (Notes 4 and 9). |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | NOTE 7. SUPPLEMENTAL CASH FLOW INFORMATION During the three-month period ended December 31, 2017, the Company paid $nil (September 30, 2017 - $nil) in interest or income taxes. |
CONVERTIBLE DEBENTURES
CONVERTIBLE DEBENTURES | 3 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE DEBENTURES | NOTE 8. CONVERTIBLE DEBENTURES The Company from time-to-time issues convertible debentures that are due on demand. The convertible debentures are convertible at fixed conversion rates and typically carry no interest. See Note 9 for details of common shares issued during the period from the conversion of convertible debentures. As at December 31, 2017 there are $nil (September 30, 2017 - $nil) in convertible debentures issued and outstanding. |
SHARE CAPITAL
SHARE CAPITAL | 3 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
SHARE CAPITAL | NOTE 9. SHARE CAPITAL Capital Stock Authorized and Issued: – 1,300,000,000 common voting shares authorized with a par value of $0.001 each, of which 1,228,321,197 (September 30, 2017 – 1,142,125,534) shares are issued. – 1,000,000 convertible preferred shares authorized with a par value of $0.01 each, of which nil (2016 – nil) shares are issued. Subsequent to the period ended December 31, 2017, the board of directors of the Company authorized the increase of the Company’s capital stock to 1,500,000,000 common voting shares with a par value of $0.001 per share. Issues during the three-month period ended December 31, 2017 During the three-month period ended December 31, 2017, the Company issued: – 78,731,663 common shares issued at between $0.015 and $0.06 per common share for cash proceeds of $1,759,475 and $65,000 in subscriptions receivable (received subsequent to period end) from private placements of common shares; – 6,306,000 units at between $0.0125 per $0.02 unit for cash proceeds of $98,120. Each unit consists of one common share and one common share purchase warrant. Each common share purchase warrant allows the holder to purchase one common share for $0.04 for a period of twelve months from the date of issuance. – 1,000,000 common shares at $0.04 per common share for gross cash proceeds of $40,000 on the exercise of 1,000,000 common share purchase warrants; and – 158,000 common shares priced at $0.015 per common share for services valued at $2,370. Issues during the year ended September 30, 2017 During the year ended September 30, 2017, the Company issued 73,067,166 common shares priced between $0.02 and $0.03 per common share for cash proceeds of $1,590,010 from private placements, as follows: – 11,566,666 common shares issued at between $0.02 and $0.03 per common share for cash proceeds of $340,000 from a private placement of common shares; – 61,500,500 units at between $0.02 and $0.025 per unit for cash proceeds of $1,250,010. Each unit consists of one common share and one common share purchase warrant. Each common share purchase warrant allows the holder to purchase one common share for $0.04 or $0.05 for a period of twelve months from the date of issuance; and During the year ended September 30, 2017, the Company issued: – 7,747,500 common shares priced between $0.025 and $0.05 per common share for services valued at $231,701; – 4,336,667 common shares priced at $0.02 and $0.03 per common share as share issuance fees valued at $100,200; and – 1,400,000 common shares priced between $0.025 and $0.03 per share to convert $32,500 of convertible debentures. During the year ended September 30, 2017, 900,000 common shares priced at $0.05 per common share were cancelled. The shares had been issued as an advance payment for the provision of services under a contract which was terminated prior to fulfillment. Shares to be Issued As at December 31, 2017, there are 23,353,846 (September 30, 2017 – 23,353,846) common shares to be issued that are accrued for professional services provided to the Company valued at $1,058,320 (September 30, 2017 – $1,058,320), of which 21,281,903 (September 30, 2017 – 21,281,903) are accrued to management and related parties. As at December 31, 2017, $4,721 (September 30, 2017 – $4,721) was included in common shares to be issued for cash received in advance of common shares being issued. As at December 31, 2017, there are 92,304,918 (September 30, 2017 – 57,826,653) common shares to be issued that are accrued to the seller of Digifonica pursuant to the Anti-Dilution Clause (see Notes 4 and 6), valued at $2,726,179 (September 30, 2017 - $1,937,193). Warrants During the year ended September 30, 2017, the Company issued 61,500,500 common share purchase warrants to purchase 61,500,500 common shares in the capital stock of the Company at a price of $0.04 or $0.05 per common share for a period of twelve months from date of issue in private placements of units. During the three-month period ended December 31, 2017, the Company issued 6,306,000 common share purchase warrants to purchase 6,306,000 common shares in the capital stock of the Company at a price of $0.04 or $0.05 per common share for a period of twelve months from date of issue in private placements of units. As at December 31, 2017, the Company has 66,406,500 (September 30, 2017 – 61,500,500) common share purchase warrants outstanding to purchase 66,406,500 common shares at a weighted average price of $0.04 per share expiring on dates ranging from February through December 2018. Subsequent Issues Subsequent to the year ended December 31, 2017, the Company – conducted private placements of shares in its common stock, issuing 15,716,086 common shares at $0.06 per share for cash proceeds of $942,965; – issued 2,425,000 shares of its common stock at a price of $0.04 per share on the exercise of common share purchase warrants for proceeds of $97,000; and – issued 10,000,000 shares of its common stock at a price of $0.06 per share in payment of consulting services valued at $600,000. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 10. STOCK-BASED COMPENSATION Stock Option Plan In order to provide incentive to directors, officers, management, employees, consultants and others who provide services to the Company or any subsidiary (the “Service Providers”) to act in the best interests of the Company, and to retain such Service Providers, the Company has in place an incentive Stock Option Plan (the “Plan”) whereby the Company is authorized to issue up to 10% of its issued and outstanding share capital in options to purchase common shares of the Company. The maximum term of options granted under the Plan cannot exceed ten years, with vesting terms determined at the discretion of the Board of Directors. During the three-month period ended December 31, 2017, the Company granted no options under the plan. All options granted during the year ended September 30, 2017 are vested and exercisable as at December 31, 2017. The following table summarizes the Company’s stock option transactions: Number of options Weighted average exercise price Balance September 30, 2016 28,000,000 $ 0.060 Granted 11,850,000 0.053 Balance September 30, 2017 39,850,000 $ 0.058 Granted Nil Nil Balance December 31, 2017 39,850,000 $ 0.05 The following table summarizes the stock options outstanding at December 31, 2017: Options Outstanding Exercise Price Remaining Contractual Life (Yrs) Number of Options Currently Exercisable 14,000,000 $ 0.06 3.48 14,000,000 14,000,000 0.06 3.68 14,000,000 3,450,000 0.06 3.82 3,450,000 8,400,000 0.05 4.30 8,400,000 39,850,000 $ 0.058 3.75 39,850,000 The following assumptions were used for the Black-Scholes valuation of stock options granted during the year ended September 30, 2017: risk-free rate of 1.25% (2016 – 1.25%), expected life of 5 years (2016 – 5 years), annualized historical volatility of 112.0% (2016 - 112.0%) and a dividend rate of 0% (2016 – 0%). Expected volatilities are based on historical volatility of the Company’s stock and other factors. The compensation cost that has been charged against income from options vested under the Plan was Nil for the three-month period ended December 31, 2017. The weighted-average grant-date fair value of options granted during the three-month period ended December 31, 2017 was $nil (2016 - $0.04). The total intrinsic value of options exercised during the three-month period ended December 31, 2017 was $nil (2016 - $nil). |
SEGMENTED INFORMATION
SEGMENTED INFORMATION | 3 Months Ended |
Dec. 31, 2017 | |
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 | 3 Months Ended |
Dec. 31, 2017 | |
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 resolved to freeze the common shares as 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 Company’s 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 a case 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 Apple, Inc, (Case No. 2:16-CV-00260), Verizon Wireless Services, LLC, Verizon Communications Inc., and AT&T Corp. (Case No. 2:16- VC-00271). These cases are seeking a combined $7,024,377,876 in damages. On May 9, 2016, the lawsuits were officially served to these companies. The proceedings in these cases are currently stayed, by agreement with the parties thereto, pending the outcome of two Inter Partes iv) Voip-Pal.com Inc. v Twitter, Inc. (Case No. 2:16-CV-02338) in the United States District Court, District of Nevada During the year ended September 30, 2017, on October 6, 2016, the Company filed a lawsuit in the United States District Court, District of Nevada against Twitter, Inc, (Case No. 2:16- CV-02338) in which Voip-Pal.com alleges infringement of U.S. Patent No. 8,542,815 and its continuation patent, U.S. Patent No. 9,179,005, This case is seeking $2,699,256,418 in damages. On December 28, 2016, the lawsuit was officially served to Twitter, Inc. It is anticipated that this case will also be stayed pending the Patent Trial and Appeal Board (“PTAB”) of the United States Patent and Trademark Office’s (“USPTO”) issuance of final written decisions in IPR proceedings concerning the patents-at-issue (see Inter Partes Reviews Litigation (cont’d) Inter Partes Reviews In additional legal actions related to Item iii above, two of the Company’s patents are currently subject to several Inter Partes During the three-month period ended December 31, 2017, eight IPRs were in process at the PTAB, filed against Patent No. 8,542,815 and No. 9,179,005, as follows: – Unified Patents Inc. (Petitioner) vs. Voip-Pal.com Inc. (Patent Owner) IPR2016-01082, reviewing Patent No. 8,542,815. On December 8, 2016, this petition was not instituted by the PTAB; – Apple, Inc. (Petitioner) vs. Voip-Pal.com Inc. (Patent Owner) IPR2016-01198, reviewing Patent No. 9,179,005 and Voip-Pal.com Inc. (Patent Owner) IPR2016-01201, reviewing Patent No. 8,542,815, both instituted for IPR on November 21, 2016; – AT&T Inc. (Petitioner) filed IPR2017-01382 against Voip-Pal’s Patent No. 8,542,815, IPR2017-01383 against Voip-Pal’s Patent No. 9,179,005, and IPR2017-01384 against Voip-Pal’s Patent No. 9,179,005. Each of these three petitions were instituted for IPR by the PTAB on May 8, 2017; and – Apple Inc. (Petitioner) filed IPR2017-01399 against Voip-Pal’s Patent No. 8,542,815, and IPR2017-01398 against Voip-Pal’s Patent No. 9,179,005, which were also both instituted for IPR by the PTAB on May 8, 2017. On November 21, 2017, the PTAB issued its findings on the seven active IPRs being adjudicated, denying all claims made by the Petitioners (Apple Inc, and AT&T Inc.) in all seven instituted IPRs. Performance Bonus Payable During the year ended September 30, 2016, the board of directors 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. During the three-month period ended December 31, 2017, the board of directors authorized the increase of the Performance Bonus to up to 5% of the capital stock of the Company. As at December 31, 2017 and the date of this report, no bonusable event has occurred and there is as yet no Performance Bonus payable. |
SIGNIFICANT ACCOUNTING POLICI18
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation These 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 December 31, 2017, Digifonica had no activities. |
Use of Estimates | Use of Estimates The preparation of these 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 $1,379,057 and $12,157 in cash on December 31, 2017 and September 30, 2017, 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. Costs to renew or extend patents are capitalized. Management considers factors such as remaining life of the patents, technological usefulness and other factors in estimating the life of the assets. The carrying value of intangible assets are reviewed for impairment by management of the Company at least annually or upon the occurrence of an event which may indicate that the carrying amount may be less than its fair value. If impaired, the Company will write-down such impairment. In addition, the useful life of the intangible assets will be evaluated by management at least annually or upon the occurrence of an event which may indicate that the useful life may have changed. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820, Fair Value Measurement, defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and financial liabilities are recognized at fair value on their initial recognition, except for those arising from certain related party transactions which are accounted for at the transferor’s carrying amount or exchange amount. Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and losses recognized in net income. Financial assets classified as held-to-maturity, loans and receivables, and financial liabilities other than those classified as held-for-trading are measured at amortized cost, using the effective interest method of amortization. Financial assets classified as available-for-sale are measured at fair value, with unrealized gains and losses being recognized as other comprehensive income until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded in income. 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 December 31, 2017 and September 30, 2017. 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 | Income Taxes Deferred income taxes have been provided for temporary differences between financial statement and income tax reporting under the asset and liability method, using expected tax rates and laws that are expected to be in effect when the differences are expected to reverse. A valuation allowance is provided when realization is not considered more likely than not. The Company’s policy is to classify income tax assessments, if any, for interest expense and for penalties in general and administrative expenses. The Company’s income tax returns are subject to examination by the IRS and corresponding states, generally for three years after they are filed. |
Loss per Common Share | Loss per Common Share Basic loss per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted income per share includes potentially dilutive securities such as 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 three-month period ended December 31, 2017 and the year ended September 30, 2017 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. Stock option expense is recognized over the option’s vesting period. |
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 Company’s policy is to maintain cash only with reputable financial institutions. As of December 31, 2017, the Company’s bank operating account balances exceeded than the Federal Deposit Insurance Corporation Insurance Limit of $250,000 by $1,129,063. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). ASU 2015-17 requires companies to classify all deferred tax assets or liabilities as noncurrent on the balance sheet rather than separately disclosing deferred taxes as current and noncurrent. This standard is effective for the Company beginning on October 1, 2017 and can be applied either prospectively or retrospectively to all periods presented upon adoption. The standard did not have any impact on the Company’s financial statements. In January 2016, FASB issued ASU 2016-01 to amend certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Most prominent among the amendments is the requirement for changes in fair value of equity investments, with certain exceptions, to be recognized through profit or loss rather than other comprehensive income. The new standard will be effective for the Company beginning October 1, 2018. The standard is not expected to have any impact on the Company’s financial statements. In February 2016 FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and the lessors. The new standard requires the lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. The classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. When adopted, the Company does not expect this guidance to have a material impact on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 to replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss credit loss estimates. For trade and other receivables, loans and other financial instruments, the Company will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available for sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The new standard will be effective for the Company beginning October 1, 2020, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to deficit as of the effective date. The Company is currently assessing the impact of the standard on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230)”. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU No. 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact of ASU No. 2016-15 on its financial position, results of operations and liquidity. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | A summary of intangible assets as of December 31, 2017 and September 30, 2017 is as follows: December 31, 2017 September 30, 2017 VoIP Intellectual property and patents $ 1,552,416 $ 1,552,416 Accumulated amortization (531,216 ) (496,666 ) Net book value $ 1,021,200 $ 1,055,750 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of compensation of key management | Compensation paid or accrued to key management during the period ended December 31, 2017 includes: December 31, 2017 December 31, 2016 Management fees to the CEO $ 22,500 $ 22,500 Management fees to the CFO 21,600 21,600 Management fees to the President 9,000 9,000 Directors fees Nil 14,900 $ 53,100 $ 68,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock option transactions | The following table summarizes the Company’s stock option transactions: Number of options Weighted average exercise price Balance September 30, 2016 28,000,000 $ 0.060 Granted 11,850,000 0.053 Balance September 30, 2017 39,850,000 $ 0.058 Granted Nil Nil Balance December 31, 2017 39,850,000 $ 0.058 |
Schedule of stock options outstanding | The following table summarizes the stock options outstanding at December 31, 2017: Options Outstanding Exercise Price Remaining Contractual Life (Yrs) Number of Options Currently Exercisable 14,000,000 $ 0.06 3.48 14,000,000 14,000,000 0.06 3.68 14,000,000 3,450,000 0.06 3.82 3,450,000 8,400,000 0.05 4.30 8,400,000 39,850,000 $ 0.058 3.75 39,850,000 |
NATURE AND CONTINUANCE OF OPE22
NATURE AND CONTINUANCE OF OPERATIONS (Details Narrative) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 |
Nature And Continuance Of Operations Details Narrative | ||
Accumulated deficit | $ (34,911,906) | $ (34,246,816) |
SIGNIFICANT ACCOUNTING POLICI23
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Cash | $ 1,379,057 | $ 12,157 | $ 67,119 | $ 121,115 |
FDIC insurance amount | 250,000 | |||
FDIC insurance amount increase (decrease) | $ 1,129,063 |
PURCHASE OF DIGIFONICA (Details
PURCHASE OF DIGIFONICA (Details Narrative) - Digifonica [Member] | 1 Months Ended |
Dec. 31, 2013USD ($)shares | |
Ownership percentage | 100.00% |
Cash payment for acquisition | $ | $ 800,000 |
Number of shares acquired in acquisition | shares | 389,023,561 |
Anti-Dilution clause, percentage to be retained by seller | 40.00% |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
VoIP Intellectual property and patents | $ 1,552,416 | $ 1,552,416 |
Accumulated amortization | (531,216) | (496,666) |
Net book value | $ 1,021,200 | $ 1,055,750 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) | 3 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Useful life of intangible assets | 12 years |
Amortization method for intangible assets | Straight line basis. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Officers and directors fees | $ 53,100 | $ 53,100 |
Mr. Emil Malak [Member] | ||
Officers and directors fees | 22,500 | 22,500 |
D. Barry Lee [Member] | ||
Officers and directors fees | 21,600 | 21,600 |
Mr. Dennis Chang [Member] | ||
Officers and directors fees | 9,000 | 9,000 |
Director [Member] | ||
Officers and directors fees | 0 | 14,900 |
Officers and Directors [Member] | ||
Officers and directors fees | $ 53,100 | $ 68,000 |
RELATED PARTY TRANSACTIONS (D28
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Dec. 31, 2017 | Sep. 30, 2017 |
Due to officers and directors | $ 227,200 | $ 186,700 |
SHARES TO BE ISSUED (Note 9) | 1,063,041 | 1,063,041 |
Shares to be Issued [Member] | Director [Member] | ||
SHARES TO BE ISSUED (Note 9) | 80,000 | 80,000 |
Shares to be Issued [Member] | Officers and Directors [Member] | ||
SHARES TO BE ISSUED (Note 9) | 902,000 | 902,000 |
Shares to be Issued [Member] | Digifonica [Member] | ||
SHARES TO BE ISSUED (Note 9) | $ 2,726,179 | $ 994,548 |
SUPPLEMENTAL CASH FLOW INFORM29
SUPPLEMENTAL CASH FLOW INFORMATION (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest paid | $ 0 | $ 0 |
CONVERTIBLE DEBENTURES (Details
CONVERTIBLE DEBENTURES (Details Narrative) - shares | Dec. 31, 2017 | Sep. 30, 2017 |
Debt Disclosure [Abstract] | ||
Convertible debentures issued | 0 | 0 |
Convertible debentures outstanding | 0 | 0 |
SHARE CAPITAL (Details Narrativ
SHARE CAPITAL (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Jan. 02, 2018 | |
Common stock, authorized shares | 1,300,000,000 | 1,300,000,000 | ||
Common stock, issued shares | 1,228,321,197 | 1,142,125,534 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, authorized shares | 1,000,000 | 1,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Proceeds from convertible debentures | $ 72,500 | |||
Shares issued for services and consulting fees | $ 2,370 | 112,400 | ||
Proceeds from private placement | 1,930,093 | $ 275,000 | ||
Subscription receivables | $ 65,000 | |||
Number of shares issued upon exercised | 66,406,500 | 61,500,500 | ||
Proceeds from shares issued upon exercised | $ 40,000 | |||
Subsequent Event [Member] | ||||
Common stock, authorized shares | 1,500,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Minimum [Member] | ||||
Number of shares issued upon exercised | 0.04 | |||
Maximum [Member] | ||||
Number of shares issued upon exercised | 0.05 | |||
Private Placement #3 [Member] | ||||
Shares issued in a private placement, shares | 4,336,667 | |||
Proceeds from private placement | $ 100,200 | |||
Private Placement #3 [Member] | Minimum [Member] | ||||
Share price (in dollars per share) | $ 0.02 | |||
Private Placement #3 [Member] | Maximum [Member] | ||||
Share price (in dollars per share) | $ 0.03 | |||
Private Placement #2 [Member] | ||||
Warrant exercise price | $ 0.04 | |||
Shares issued in a private placement, shares | 6,306,000 | 61,500,500 | ||
Proceeds from private placement | $ 98,120 | $ 1,250,010 | ||
Private Placement #2 [Member] | Minimum [Member] | ||||
Share price (in dollars per share) | $ 0.0125 | $ 0.02 | ||
Warrant exercise price | 0.04 | |||
Private Placement #2 [Member] | Maximum [Member] | ||||
Share price (in dollars per share) | $ 0.02 | 0.025 | ||
Warrant exercise price | $ 0.05 | |||
Warrant - common share purchase (shares) | 1 | |||
Private Placement [Member] | ||||
Shares issued in a private placement, shares | 78,731,663 | 11,566,666 | ||
Proceeds from private placement | $ 1,759,475 | $ 340,000 | ||
Subscription receivables | $ 65,000 | |||
Private Placement [Member] | Subsequent Event [Member] | ||||
Warrant exercise price | $ 0.04 | |||
Number of shares issued upon exercised | 2,425,000 | |||
Private Placement [Member] | Minimum [Member] | ||||
Share price (in dollars per share) | $ 0.015 | $ 0.02 | ||
Private Placement [Member] | Maximum [Member] | ||||
Share price (in dollars per share) | 0.06 | $ 0.03 | ||
Warrant [Member] | ||||
Share price (in dollars per share) | $ 0.04 | |||
Number of shares issued upon exercised | 1,000,000 | |||
Number of warrant exercised | 1,000,000 | |||
Proceeds from shares issued upon exercised | $ 40,000 | |||
Common Stock Par Value [Member] | ||||
Proceeds from convertible debentures | $ 32,500 | |||
Common shares issued for debt conversion, shares | 1,400,000 | |||
Shares issued for services and consulting fees | $ 2,370 | $ 231,701 | ||
Common shares issued for services, shares | 158,000 | 7,747,500 | ||
Issued for services, price per share | $ 0.015 | |||
Shares issued in a private placement, shares | 73,067,166 | |||
Proceeds from private placement | $ 1,590,010 | |||
Number of shares cancelled, shares | (900,000) | |||
Common Stock Par Value [Member] | Minimum [Member] | ||||
Debt conversion, price per share | $ 0.02 | |||
Issued for services, price per share | 0.025 | |||
Common Stock Par Value [Member] | Maximum [Member] | ||||
Debt conversion, price per share | 0.03 | |||
Issued for services, price per share | $ 0.05 |
SHARE CAPITAL (Details Narrat32
SHARE CAPITAL (Details Narrative 1) - USD ($) | Jan. 02, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 |
SHARES TO BE ISSUED (Note 9) | $ 1,063,041 | $ 1,063,041 | ||
Issuance of warrants (shares) | 6,306,000 | 61,500,500 | ||
Warrants to purchase common stock (shares) | 66,406,500 | 61,500,500 | ||
Warrants outstanding | 66,406,500 | 61,500,500 | ||
Weighted average exercise price (per share) | $ 0.04 | |||
Proceeds from private placement | $ 1,930,093 | $ 275,000 | ||
Maximum [Member] | ||||
Warrants to purchase common stock (shares) | 0.05 | |||
Minimum [Member] | ||||
Warrants to purchase common stock (shares) | 0.04 | |||
Private Placement [Member] | ||||
Shares issued in a private placement, shares | 78,731,663 | 11,566,666 | ||
Proceeds from private placement | $ 1,759,475 | $ 340,000 | ||
Private Placement [Member] | Maximum [Member] | ||||
Share price (in dollars per share) | $ 0.06 | $ 0.03 | ||
Private Placement [Member] | Minimum [Member] | ||||
Share price (in dollars per share) | 0.015 | $ 0.02 | ||
Private Placement #2 [Member] | ||||
Warrant exercise price | $ 0.04 | |||
Shares issued in a private placement, shares | 6,306,000 | 61,500,500 | ||
Proceeds from private placement | $ 98,120 | $ 1,250,010 | ||
Private Placement #2 [Member] | Maximum [Member] | ||||
Warrant exercise price | $ 0.05 | |||
Share price (in dollars per share) | $ 0.02 | 0.025 | ||
Private Placement #2 [Member] | Minimum [Member] | ||||
Warrant exercise price | 0.04 | |||
Share price (in dollars per share) | $ 0.0125 | $ 0.02 | ||
Subsequent Event [Member] | Private Placement [Member] | ||||
Warrants to purchase common stock (shares) | 2,425,000 | |||
Warrant exercise price | $ 0.04 | |||
Proceeds from issuance of warrants | $ 97,000 | |||
Common Stock [Member] | ||||
Shares issued in a private placement, shares | 85,037,663 | 73,067,166 | ||
Common Stock [Member] | Subsequent Event [Member] | ||||
Additional shares issued for services | 10,000,000 | |||
Shares price for consulting services | $ 0.06 | |||
Additional shares issued for services, value | $ 600,000 | |||
Common Stock [Member] | Subsequent Event [Member] | Private Placement [Member] | ||||
Shares issued in a private placement, shares | 15,716,086 | |||
Proceeds from private placement | $ 942,965 | |||
Share price (in dollars per share) | $ 0.06 | |||
Shares to be Issued [Member] | Digifonica [Member] | ||||
SHARES TO BE ISSUED (Note 9) | $ 2,726,179 | $ 994,548 | ||
Shares to be issued (shares) | 92,304,918 | 57,826,653 | ||
Shares to be Issued [Member] | Management [Member] | ||||
Shares to be issued (shares) | 21,281,903 | 21,281,903 | ||
Shares to be Issued [Member] | Accrued Professional Fees [Member] | ||||
SHARES TO BE ISSUED (Note 9) | $ 1,058,320 | $ 1,058,320 | ||
Shares to be issued (shares) | 23,353,846 | 23,353,846 | ||
Shares to be Issued [Member] | Cash Received in Advance [Member] | ||||
SHARES TO BE ISSUED (Note 9) | $ 4,721 | $ 4,721 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Sep. 30, 2017 | |
Options, Outstanding [Roll Forward] | ||
Balance at beginning | 39,850,000 | 28,000,000 |
Granted | 0 | 11,850,000 |
Balance at end | 39,850,000 | 39,850,000 |
Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Balance at beginning | $ 0.058 | $ 0.060 |
Granted | 0 | 0.053 |
Balance at end | $ 0.058 | $ 0.058 |
STOCK-BASED COMPENSATION (Det34
STOCK-BASED COMPENSATION (Details 1) | 3 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding | 39,850,000 |
Exercise Price | $ / shares | $ 0.058 |
Remaining Contractual Life (Yrs) | 3 years 9 months |
Number of Options Currently Exercisable | 39,850,000 |
Options 1 Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding | 14,000,000 |
Exercise Price | $ / shares | $ 0.06 |
Remaining Contractual Life (Yrs) | 3 years 5 months 23 days |
Number of Options Currently Exercisable | 14,000,000 |
Options 2 Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding | 14,000,000 |
Exercise Price | $ / shares | $ 0.06 |
Remaining Contractual Life (Yrs) | 3 years 8 months 5 days |
Number of Options Currently Exercisable | 14,000,000 |
Options 3 Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding | 3,450,000 |
Exercise Price | $ / shares | $ 0.06 |
Remaining Contractual Life (Yrs) | 3 years 9 months 25 days |
Number of Options Currently Exercisable | 3,450,000 |
Options 4 Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding | 8,400,000 |
Exercise Price | $ / shares | $ 0.05 |
Remaining Contractual Life (Yrs) | 4 years 3 months 18 days |
Number of Options Currently Exercisable | 8,400,000 |
STOCK-BASED COMPENSATION (Det35
STOCK-BASED COMPENSATION (Details Narrative) - Incentive Stock Option Plan [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share based compensation authorization percentage | 10.00% | |||
Pricing Method used | Black-Scholes | |||
Risk-free rate | 1.25% | 1.25% | ||
Expected life | 5 years | 5 years | ||
Expected volatility | 112.00% | 112.00% | ||
Dividend rate | 0.00% | 0.00% | ||
Weighted-average grant date fair value | $ 0 | $ 0.04 | ||
Intrinsic value of options exercised | $ 0 | $ 0 |
SEGMENTED INFORMATION (Details
SEGMENTED INFORMATION (Details Narrative) | 3 Months Ended |
Dec. 31, 2017Number | |
Segment Reporting [Abstract] | |
Number of reportable segment | 1 |
CONTINGENT LIABILITIES (Details
CONTINGENT LIABILITIES (Details Narrative) - USD ($) | Oct. 06, 2016 | Feb. 29, 2016 | Dec. 31, 2017 | Sep. 30, 2016 | Jul. 02, 2015 | Mar. 24, 2014 |
Loss Contingencies [Line Items] | ||||||
Performance bonus (percent) | 5.00% | 3.00% | ||||
State Case [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
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 resolved to freeze the common shares as the Company believes that the shares were issued as settlement of a line of credit that the Company believes to have been legally unsupported. | |||||
Common shares in dispute | 95,832,000 | |||||
Value of common shares in dispute | $ 1,443,000 | |||||
Federal Case [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
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 a case 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. | |||||
Common shares in dispute | 7,200,000 | |||||
Federal Case 2 [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Name of Plaintiff | Voip-Pal.com Inc. | |||||
Name of Defendant | Apple, Inc. | |||||
Description of legal suit | In February, 2016 the Company filed patent infringement lawsuits in the United States District Court, District of Nevada against Apple, Inc, (Case No. 2:16-CV-00260), Verizon Wireless Services, LLC, Verizon Communications Inc., and AT&T Corp. (Case No. 2:16- VC-00271). These cases are seeking a combined $7,024,377,876 in damages. On May 9, 2016, the lawsuits were officially served to these companies. | |||||
Damages sought | $ 7,024,377,876 | |||||
Federal Case 3 [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Name of Plaintiff | Voip-Pal.com Inc. | |||||
Name of Defendant | Twitter, Inc. | |||||
Damages sought | $ 2,699,256,418 |