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`Exhibit B
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`EXHIBIT 21
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`

`

`VoIP-PAL.COM INC.
`
`(Exact name of Registrant as specified in its charter)
`
`
`Nevada
`(State or other jurisdiction of
`
`incorporation or organization)
`
`
`
`
`
`980184110
`(I.R.S. Employer
`Identification Number)
`
`
`
`
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`Case 6:21-cv-00670-ADA Document 16-27 Filed 08/09/21 Page 2 of 56Case 6:21-cv-00667-ADA Document 26-2 Filed 11/11/21 Page 3 of 57
`
`10-K 1 vplm-10k_093017.htm ANNUAL REPORT
`
`
`
`
`
`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
` Washington, D.C. 20549
`
`FORM 10-K
`
`☒ Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
`
`For the fiscal year ended: September 30, 2017
`
`or
`
`
`☐ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
`
`Commission File Number: 000-55613
`
`
`10900 NE 4th Street, Suite 2300
`Bellevue, WA, 98004
`(Address of principal executive offices)
`
`1-888-605-7780
`(Registrant’s telephone number, including area code)
`
`Check whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
`months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to the filing
`requirements for at least the past 90 days. Yes ☒ No ☐
`
`Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every
`Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
`preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No ☐
`
`Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
`contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
`incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
`
`Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
`reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting
`company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
`
`
`
`
`☐
`☐
`Large accelerated filer
`Accelerated filer
`☐
`☒
`Non-accelerated filer
`Smaller reporting company
`☒
`(Do not check if a smaller reporting company)
`Emerging growth company
`
`If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
`complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
`
`
`

`

`
`Case 6:21-cv-00670-ADA Document 16-27 Filed 08/09/21 Page 3 of 56Case 6:21-cv-00667-ADA Document 26-2 Filed 11/11/21 Page 4 of 57
`Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
`
`The market value of the voting stock held by non-affiliates was $41,185,448 based on 823,708,969 shares held by non-affiliates. These
`computations are based upon the closing sales price of $0.05 per share of the Company on OTC Markets, Inc. on March 31, 2017.
`
`Indicate the number of shares outstanding of each of the Registrant’s classes of common equity, as of the latest practicable date:
`
`
`
`
`
`
`
`
`Class
`Common Stock, $0.001 par value per share
`
`Outstanding as of January 10, 2018
`1,238,321,197
`
`

`

`
`
`Case 6:21-cv-00670-ADA Document 16-27 Filed 08/09/21 Page 4 of 56Case 6:21-cv-00667-ADA Document 26-2 Filed 11/11/21 Page 5 of 57
`
`
`TABLE OF CONTENTS
`
` 2
`
`
`
`
`Business
`
`Risk Factors
`
`Properties
`
`Legal Proceedings
`
`Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
`Equity Securities
`
`
`Selected Financial Data
`
`
`
`Management’s Discussion and Analysis of Financial Condition and Results of Operations
`
`
`
`Quantitative and Qualitative Disclosures About Market Risk
`
`
`
`Financial Statements and Supplementary Data
`
`
`
`Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
`
`
`
`Controls and Procedures
`
`
`
`Other Information
`
`
`
`Directors, Executive Officers and Corporate Governance
`
`
`
`Executive Compensation
`
`
`
`Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
`
`
`Certain Relationships and Related Transactions.
`
`
`
`Principal Accounting Fees and Services
`
`
`
`Financial Statements and Exhibits
`
`
`
`
`
`
`
`
`
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`
`
`
`
`3
`
`8
`
`9
`
`9
`
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`10
`
`11
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`11
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`13
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`14
`
`29
`
`29
`
`30
`
`31
`
`32
`
`32
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`33
`
`33
`
`33
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`
`
`
`Item 1.
`
`Item 1A.
`
`Item 2.
`
`Item 3.
`
`Item 5.
`
`
`Item 6.
`
`Item 7.
`
`Item 7A.
`
`Item 8.
`
`Item 9.
`
`Item 9A.
`
`Item 9B.
`
`Item 10.
`
`Item 11.
`
`Item 12.
`
`Item 13.
`
`Item 14.
`
`Item 15.
`
`

`

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`
`
`
`
`PART I
`
`CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
`
`In this Annual Report, references to “VoIP-Pal,” “VPLM,” the “Company,” “we,” “us,” and “our” refer to VoIP-Pal.Com Inc., the
`Registrant.
`
`This Annual Report on Form 10-K (this “Annual Report” or this “Report”) contains certain forward-looking statements within the
`meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”). All
`statements, other than statements of historical facts, included in this Annual report are forward looking statements, including, without
`limitation, statements regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs,
`prospects, plans and objectives of management. These forward-looking statements may be, but are not always, identified by their use of
`terms and phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,”
`“could” and “potential,” and similar terms and phrases, including when used in the negative. Although we believe that the expectations
`reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Actual
`results could differ materially from those anticipated in these forward-looking statements. You should consider carefully the risks
`described under the “Risk Factors” section of this Annual Report and other sections of this report, which describe factors that could
`cause our actual results to differ from those anticipated in the forward-looking statements. All forward-looking statements are expressly
`qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Annual Report. Other than as required
`under the securities laws, we do not assume a duty to update these forward-looking statements, whether because of new information,
`subsequent events or circumstances, changes in expectations or otherwise.
`
`Item 1.
`
`The Company was incorporated in the state of Nevada in September 1997 as All American Casting International, Inc. and changed its
`name to VOIP MDU.com in 2004 and subsequently to VoIP-Pal.Com Inc. in 2006. Since March 2004, the Company has been in the
`development stage of becoming a VoIP re-seller, a provider of a proprietary transactional billing platform tailored to the points and air
`mile business, and a provider of anti-virus applications for smartphones. In 2013, Voip-Pal acquired Digifonica International (DIL)
`Limited (“Digifonica”), to fund and co-develop Digifonica’s patent suite.
`
`Voip-Pal is a technical leader in the broadband Voice-over-Internet Protocol (“VoIP”) market with the ownership and continuing
`development of a portfolio of leading-edge VoIP Patents. Voip-Pal’s primary products are VoIP-related patented technology. The
`Company has spent several years testing and developing this technology. The Company is currently seeking to monetize the patents
`through a corporate transaction, an asset sale, or licensure of its products.
`
`Voip-Pal’s intellectual property value is derived from ten issued USPTO patents. Voip-Pal inventions described in these patents provide
`the means to integrate VoIP services with any of the legacy telecommunications systems to create a seamless service using either
`legacy telephone numbers or IP addresses, and enhance the performance and value of VoIP implementations worldwide.
`
`Voice over IP (Internet Protocol), or VoIP, has been and continues to be a green field for innovation that has spawned numerous
`inventions, greatly benefitting consumers large and small across the globe. VoIP is used in many places and by every modern telephony
`system vendor, network supplier, and retail and wholesale carrier.
`
`Digifonica was founded in 2003 with the vision that the internet would be the future of all forms of telecommunications. Digifonica
`assembled a team of twenty top engineers with expertise in Linux and Internet telephony, who set out to develop solutions for future
`connectivity using the internet. The team developed and wrote a software suite that would later be patented by the USPTO with
`applications that provided solutions for five core areas of internet connectivity:
`
`
`Business.
`
`● Routing, Billing and Rating
`● Lawful Intercept
`● Short Number Dialing (Enhanced 911)
`● Mobile Gateway
`● Uninterrupted Mobile Prototype
`
`
`In order to properly test the applications, Digifonica built and operated three production nodes in Vancouver, Canada (Peer 1), London,
`UK (Teliasonera), and Denmark. The Company has a pilot system available for test and demonstration as part of its current technology
`activities.
`
`
`

`

`
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`Upon successfully developing the technology, Digifonica filed for patents with the USPTO. All of Digifonica’s patents have been
`allowed. Thorough prior art searches have found there to be no existing prior art. On August 27, 2015, the USPTO allowed the last of
`Digifonica’s ten major patents. Voip-Pal considers patent US 8,542,815 “Producing routing messages for voice over IP
`communications” and its continuation patent, US 2013-0329722 (Application 13/966096, Notice of Allowance 8/27/2015), to be
`fundamental.
`
`
`3
`
`

`

`
`
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`
`
`
`Due to the fundamentality of Digifonica’s Routing, Billing and Rating patent and its messaging continuation patent, usage of the
`technology may be widespread throughout a variety of telecommunications applications. Accordingly, Voip-Pal and Digifonica
`consider themselves to have a stake among the vast subscribership which utilizes its routing and call classification technology for all
`applicable voice, messaging and internet payments employing messaging routing classifications. The Company is currently seeking to
`monetize the patents through a sale or licensure.
`
`The Issuer’s primary and secondary SIC Codes are 4813 and 4899.
`
`The Issuer’s fiscal year end date is September 30.
`
`Principal Products or Services
`
`Voip-Pal’s intellectual property value is derived from ten issued USPTO patents; including five parent patents, one of which is
`foundational and the others build upon the former. Voip-Pal inventions described in these patents provide the means to integrate VoIP
`services with any of the Telco systems to create a seamless service using either Legacy telephone numbers or IP addresses, and
`enhance the performance and value of VoIP implementations worldwide. Voip-Pal patented technology provides: Universal numbering
`ubiquity; Network value as defined by Metcalfe; the imperative of interconnect, termination, and recompense for delivery of calls by
`other networks; Regulatory compliance in regulated markets; Interconnection of VoIP networks to mobile and fixed networks; and
`Maintenance of uninterrupted VoIP calls across fixed, mobile, and Wi-Fi networks.
`
`Voice over IP (Internet Protocol), or VoIP, has been and continues to be a greenfield for innovation that has spawned numerous
`inventions, greatly benefitting consumers large and small across the globe. Brands such as Vonage, Skype, and Magic Jack are well-
`known retail VoIP implementations. However, VoIP is used in many other places that we may not realize and by practically every
`modern telephony system vendor, network supplier, and retail and wholesale carrier.
`
`Whether a call is placed directly through a VoIP service retailer or a long-distance call is made over a traditional phone system or
`mobile carrier, it is likely that VoIP is employed somewhere in the stream. In everyday communications VoIP is rapidly expanding
`towards ubiquity. Wherever a metered VoIP call is routed, it is likely already benefitting from a Voip-Pal invention.
`
`About Voip-Pal’s Patents
`
`Lawful Intercept (LI): (“Intercepting VoIP communications and other data communications”) US Patent Application, Publication No.
`20100150138, (Link to Lawful Intercept USPTO filing): This patent was issued on April 16, 2013 as US Patent No. 8,422,507. Lawful
`Intercept Continuation patent application was filed with the USPTO. This Continuation leverages patented technology for instant and
`text messages, and inherits the same Priority date of November 29, 2007. A Response in Europe has also been filed. Lawful Intercept is
`a revolutionary technology that addresses the national and international demands by governments to enable law agencies the ability to
`perform scheduled and live intercepts on VoIP telephone conversations. Network Service providers such as Skype may soon want to be
`in compliance with government regulations regarding Lawful Intercept. The advantage of this patent is that it is truly undetectable by
`the intercept target; as opposed to many prior art technologies. Various governments are considering legislating Lawful Intercept as a
`mandatory technology for any VoIP provider.
`
`Routing, Billing and Rating engine (RBR): (“Producing routing messages for VoIP communications”) US Patent Application,
`Publication No. 20100150328, (Link to RBR USPTO filing): This patent was issued on September 24, 2013, as US Patent No.
`8,542,815. A Response to Europe has also been filed. The Company believes that this patent application technology will be the
`foundation of any modern commercial VoIP system. It is an essential patent to all VoIP communications. RBR has taken millions of
`investment dollars and several years to develop and solidify into perhaps the most important architectural solution for VoIP.
`
`Mobile Gateway: US Patent Application, Publication No. 20110122827, (Link to Mobile Gateway USPTO filing): This patent was
`issued on January 14, 2014 as US Patent No. 8,630,234. The Company believes that Mobile Gateway technology can be applied to any
`modern cell phone allowing Internet calls to be transparent for the users. All current commercial techniques for making cell phone
`Internet calls require the users to make additional actions, which are not necessary with the Mobile Gateway patent application. Mobile
`Gateway is a sophisticated application that uses a telephone’s existing mobile network and accesses local reserved phone numbers from
`the call origination site, thus enabling the user to make a long distance or international call at the local call billing rate.
`
`Enhanced 911: (“Emergency Assistance calling for VoIP communications”) US Patent Application, Publication No. 20100172345,
`(Link to Enhanced 911 USPTO filing): This patent was issued on September 17, 2013 as US Patent No. 8,537,805. Enhanced 911
`technology satisfies the major requirement for the emergency response system which is the ability to call back the person making an
`emergency call to 9-1-1 in the event of a dropped connection. Currently 70% of all emergency calls to 9-1-1 are made via mobile or
`
`

`

`
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`VoIP telephones and that number continues to increase. The major challenge for emergency response personnel is the ability to trace
`the call from a 911 mobile or VoIP caller since wireless telephones are not linked to a fixed location or address.
`
`
`4
`
`

`

`
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`
`
`
`Advanced Interoperability Solutions: (“Uninterrupted Transmission of Internet Protocol Transmissions during Endpoint Changes”)
`US Patent Application, Publication No. 20120170574, (Link to Advanced Interoperability Solutions USPTO filing): This patent was
`issued on March 18, 2014 as US Patent No. 8,675,566. This technology demonstrates the future of Internet voice communication –
`calls should not be dropped when roaming from one transport provider to another. The Uninterrupted Transmission technology allows
`for seamless transition from one Internet access point to another providing continuous, uninterrupted connectivity of a mobile device.
`
`Allocating Charges for Communications Services: US Patent Application, Publication No. 20140016764 (Link to Allocating
`Charges for Communications Services USPTO filing): This patent was issued on July 8, 2014 as US Patent No. 8,774,378, as a
`continuation to US Patent No. 8,542,815 (RBR). The technology protected by this patent strengthens the RBR patent and enhances the
`billing aspect of the RBR and its implementation. The Company believes that this technology will play a vital role as VoIP
`communications replaces legacy telephony and new fees and tariffs are assessed. System vendors, network providers, and mobile
`carriers are able to utilize this routing and metering technology to make VoIP more manageable and reliable.
`
`Intercepting Voice Over IP Communications and Other Data Communications: US Patent Application, Publication No.
`20130229950 A1 (Link to Intercepting Voice Over IP Communications and Other Data Communications); This patent was issued on
`September 22, 2015 as US Patent No. 9,143,608, as a continuation to Lawful Intercept, Patent No. 8,422,507. The technology
`associated with this newly allowed patent application strengthens the original Lawful Intercept patent and broadens the scope of its
`practical implementation. It provides a means to not only stealthily intercept phone calls, but also SMS, (text messages) MMS,
`(multimedia or picture messages) and video chat in real time.
`
`Uninterrupted Transmission of Internet Protocol Transmissions during Endpoint Changes: US Patent Application, Publication
`No. 2014-0153477 A1 (Link to Uninterrupted Transmission of Internet Protocol Transmissions During Endpoint Changes); This patent
`was issued on October 6, 2015 as US Patent No. 9,154,417, as a continuation to the Advanced Interoperability Solutions, Patent No.
`8,675,566. The technology associated with this newly allowed patent strengthens the parent patent in its implementation to maintain
`seamless communication and transition from one internet access point to another providing continuous, uninterrupted connectivity of a
`mobile device.
`
`Determining a Time to Permit a Communications Session to be Conducted: US Patent Application, Publication No. 2014-0010119
`A1 (Link to Determining a Time to Permit a Communications Session to be Conducted); This patent was issued on September 15, 2015
`as US Patent No. 9,137,385, as a continuation to US Patent No. 8,542,815 (RBR). The technology protected by this patent strengthens
`the RBR patent and enhances the timing aspect of the RBR and its implementation. The Company believes the technology protected by
`the RBR patent and its continuation patents are foundational to all forms of VoIP communications.
`
`Producing Routing Messages for Voice Over IP Communications (RBR Messaging Continuation): US Patent Application,
`Publication No. 2013-0329722 A1 (Link to Producing Routing Messages for Voice Over IP Communications); This patent was issued
`on November 3, 2015 as US Patent No. 9,179,005 as a continuation to US Patent No. 8,542,815 (RBR). The technology associated
`with this newly allowed patent strengthens the parent patent with regards to messaging. With the rapid rise of messaging as a principal
`form of communication, the Company believes this messaging continuation patent and the parent RBR patent are foundational to VoIP
`communications. Preceding the allowance of this patent the Company successfully completed a thorough and extensive prior art search
`to assure patent integrity.
`
`Intercepting Voice Over IP Communications and Other Data Communications: US Patent Application, Publication No.
`20150358470A1 (Link to Intercepting Voice Over IP Communications and Other Data Communications) A third notice of allowance
`by the USPTO was mailed for this patent Application No. 14/802,929 on July 25, 2016. It is the second continuation to the parent
`Lawful Intercept, Patent No. 8,422,507, and the third in the Lawful Intercept group of patents. The technology associated with this
`newly allowed patent application strengthens the original Lawful Intercept patent and the previously issued continuation in that it
`broadens the scope of their practical implementation. The patent provides a means to stealthily intercept VoIP phone calls, SMS, (text
`messages) MMS, (multimedia or picture messages) and video chat in real time. The ability to stealthily intercept messaging could play
`a vital role in security, counter-terrorism efforts and law enforcement. Over the past several years messaging has become the leading
`form of wireless communication with billions of text messages sent each day and trillions each year.
`
`Uninterrupted Transmission of Internet Protocol Transmissions during Endpoint Changes: US Patent Application, Publication
`No. 2015-0327320 A1 (Link to Uninterrupted Transmission of Internet Protocol Transmissions During Endpoint Changes); A third
`notice of allowance by the USPTO was mailed for this patent Application No. 14/802,872 on August 17, 2016. It is the second
`continuation to the parent Uninterrupted Transmission of Internet Protocol Transmissions During Endpoint Changes, Patent No.
`8,675,566, and the third in the Advanced Interoperability Solutions group of patents. The technology associated with this newly
`allowed patent strengthens the parent patent and the previously issued continuation in their implementation to maintain seamless
`communication and transition from one internet access point to another providing continuous, uninterrupted connectivity of a mobile
`
`

`

`
`Case 6:21-cv-00670-ADA Document 16-27 Filed 08/09/21 Page 10 of 56Case 6:21-cv-00667-ADA Document 26-2 Filed 11/11/21 Page 11 of 57
`device. The demand for uninterrupted connectivity provided by this group of patents continues to increase significantly with the rise of
`Mobile Virtual Network Operators (MVNO) which rely on uninterrupted call transfer as they provide calling and data services using
`multiple carriers and Wi-Fi networks allowing calls to transition from Wi-Fi connections to cell phone networks seamlessly.
`
`
`5
`
`

`

`
`
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`
`
`
`Emergency Assistance Calling for Voice Over IP Communications Systems: US Patent Application, Publication No. 2013-
`0329864A1 (Link to Emergency Assistance Calling for Voice Over IP Communications Systems); A notice of allowance by the
`USPTO was mailed for this patent Application No. 13/968,217 on April 6, 2016. It is the first continuation to the parent Enhanced 911:
`(“Emergency Assistance calling for VoIP communications”) Patent No. 8,537,805. The technology associated with this newly allowed
`patent strengthens the parent patent. The Enhanced 911 technology satisfies the major requirement for the emergency response system
`which is the ability to call back the person making an emergency call to 9-1-1 in the event of a dropped connection. Currently 70% of
`all emergency calls to 9-1-1 are made via mobile or VoIP telephones and that number continues to increase. The major challenge for
`emergency response personnel is the ability to trace the call from a 911 mobile or VoIP caller since wireless telephones are not linked
`to a fixed location or address.
`
`
`Expiration Dates for VoIP-Pal Active U.S. Patent Matters as of January 1, 2018
`
`
`Title/Subject
`INTERCEPTING VOICE OVER IP COMMUNICATIONS AND
`OTHER DATA COMMUNICATIONS
`
`Status
`
`Expiration
`
`Issued
`
`6/22/2028
`
`INTERCEPTING VOICE OVER IP COMMUNICATIONS AND
`OTHER DATA COMMUNICATIONS
`
`Issued
`
`11/29/2026
`
`INTERCEPTING VOICE OVER IP COMMUNICATIONS AND
`OTHER DATA COMMUNICATIONS
`
`Pending
`
`Pending
`
`PRODUCING ROUTING MESSAGES FOR VOICE OVER IP
`COMMUNICATIONS
`
`Issued
`
`3/3/2030
`
`PRODUCING ROUTING MESSAGES FOR VOICE OVER IP
`COMMUNICATIONS
`
`Issued
`
`1/31/2027
`
`DETERMINING A TIME TO PERMIT A
`COMMUNICATIONS SESSION TO BE CONDUCTED
`
`ALLOCATING CHARGES FOR COMMUNICATIONS
`SERVICES
`
`ALLOCATING CHARGES FOR COMMUNICATIONS
`SERVICES
`
`DETERMINING A TIME TO PERMIT A
`COMMUNICATIONS SESSION TO BE CONDUCTED
`
`Issued
`
`5/31/2027
`
`Issued
`
`11/2/2026
`
`Pending
`
`Pending
`
`Pending
`
`Pending
`
`PRODUCING ROUTING MESSAGES FOR VOICE OVER IP
`COMMUNICATIONS
`
`Pending
`
`Pending
`
`EMERGENCY ASSISTANCE CALLING FOR VOICE OVER
`IP COMMUNICATIONS SYSTEMS
`
`Issued
`
`12/27/2028
`
`EMERGENCY ASSISTANCE CALLING FOR VOICE OVER
`IP COMMUNICATIONS SYSTEMS
`
`Pending
`
`Pending
`
`Issued
`
`7/1/2029
`
`Pending
`
`Pending
`
`Issued
`
`4/3/2032
`
`Filing
`Date/Nat’l
`Phase Entry
`Filing Date
`
`Application/Patent
`Number
`
`05/03/2010
`
`8,422,507
`
`15/04/2013
`
`9,143,608
`
`17/07/2015
`
`14/802929
`
`01/03/2010
`
`8,542,815
`
`13/08/2013
`
`9,179,005
`
`17/09/2013
`
`9,137,385
`
`17/09/2013
`
`8,774,378
`
`07/07/2014
`
`14/325181
`
`14/09/2015
`
`14/853705
`
`07/10/2015
`
`14/877570
`
`05/03/2010
`
`8,537,805
`
`15/08/2013
`
`13/968217
`
`27/01/2011
`
`8,630,234
`
`MOBILE GATEWAY
`
`24/09/2013
`
`14/035806
`
`MOBILE GATEWAY
`
`16/03/2012
`
`8,675,566
`
`UNINTERRUPTED TRANSMISSION OF INTERNET
`PROTOCOL TRANSMISSIONS DURING ENDPOINT
`
`

`

`
`Case 6:21-cv-00670-ADA Document 16-27 Filed 08/09/21 Page 12 of 56Case 6:21-cv-00667-ADA Document 26-2 Filed 11/11/21 Page 13 of 57
`CHANGES
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`27/11/2013
`
`9154417
`
`17/07/2015
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`14/802872
`
`
`
`UNINTERRUPTED TRANSMISSION OF INTERNET
`PROTOCOL TRANSMISSIONS DURING ENDPOINT
`CHANGES
`
`UNINTERRUPTED TRANSMISSION OF INTERNET
`PROTOCOL TRANSMISSIONS DURING ENDPOINT
`CHANGES
`
`Issued
`
`9/17/2029
`
`Pending
`
`Pending
`
` 6
`
`

`

`
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`Case 6:21-cv-00670-ADA Document 16-27 Filed 08/09/21 Page 13 of 56Case 6:21-cv-00667-ADA Document 26-2 Filed 11/11/21 Page 14 of 57
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`
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`Amount Spent on Research and Development
`
`For the two years ended September 30, 2017, the Company has incurred no research and development expenses.
`
`Employees
`
`We have one full time employee. The Company utilizes various consultants and contractors for other services.
`
`Emerging Growth Company Status
`
`We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and,
`as such, have elected to comply with certain reduced public company reporting requirements for future filings.
`
`In April 2012, the Jumpstart Our Business Startups Act (“JOBS Act”) was enacted into law. The JOBS Act provides, among other
`things:
`
`
`
`
`
`
`
`
`● Exemptions for “emerging growth companies” from certain financial disclosure and governance requirements for up to five
`years and provides a new form of financing to small companies;
`
`
`● Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold
`number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934, as amended;
`
`
`● Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings;
`
`
`● Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and
`
`
`● Exemption from registration by a non-reporting company of offers and sales of securities of up to $1,000,000 that comply
`with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and exemption of such sales from state law
`registration, documentation or offering requirements.
`
`
`In general, under the JOBS Act a company is an “emerging growth company” if its initial public offering (“IPO”) of common equity
`securities was effected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last
`completed fiscal year. We will retain “emerging growth company” status until the earliest of:
`
`(i)
`(ii)
`(iii)
`(iv)
`
`the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,
`the completion of the fiscal year of the fifth anniversary of the company’s IPO;
`the company’s issuance of more than $1 billion in nonconvertible debt in the prior three-year period, or
`the company becoming a “larger accelerated filer” as defined under the Securities Exchange Act of 1934, as
`amended.
`
`
`The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those
`exemptions that impact the Company are discussed below.
`
`
` 7
`
`

`

`(i)
`
`(ii)
`
`(iii)
`
`audited financial statements required for only two fiscal years (provided that “smaller reporting companies” such as the
`Company are only required to provide two years of financial statements);
`selected financial data required for only the fiscal years that were audited (provided that “smaller reporting companies”
`such as the Company are not required to provide selected financial data as required by Item 301 of Regulation S-K);
`and
`executive compensation only needs to be presented in the limited format now required for “smaller reporting
`companies.”
`
`
`
`Case 6:21-cv-00670-ADA Document 16-27 Filed 08/09/21 Page 14 of 56Case 6:21-cv-00667-ADA Document 26-2 Filed 11/11/21 Page 15 of 57
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`
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`Financial Disclosure. The financial disclosure in a registration statement filed by an “emerging growth company” pursuant to the
`Securities Act of 1933, as amended, will differ from registration statements filed by other companies as follows:
`
`
`
`However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC
`already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a
`smaller reporting company is not required to file as part of its registration statement selected financial data and only needs to include
`audited financial statements for its two most current fiscal years with no required tabular disclosure of contractual obligations.
`
`The JOBS Act also exempts the Company’s independent registered public accounting firm from having to comply with any rules
`adopted by the Public Company Accounting Oversight Board (“PCAOB”) after the date of the JOBS Act’s enactment, except as
`otherwise required by SEC rule.
`
`The JOBS Act further exempts an “emerging growth company” from any requirement adopted by the PCAOB for mandatory rotation
`of the Company’s accounting firm or for a supplemental auditor report about the audit.
`
`Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company’s independent registered
`public accounting firm to file a report on the Company’s internal control over financial reporting, although management of the
`Company is still required to file its report on the adequacy of the Company’s internal control over financial reporting. Section 102(a) of
`the JOBS Act exempts “emerging growth companies” from the requirements in §14A(e) of the Securities Exchange Act of 1934 for
`companies with a class of securities registered under the Securities Exchange Act of 1934, as amended, to hold shareholder votes for
`executive compensation and golden parachutes.
`
`
`Other Items of the JOBS Act. The JOBS Act also provides that an “emerging growth company” can communicate with potential
`investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either
`prior to