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VoIP-Pal.Com
Inc.

7215
Bosque Boulevard, Suite 102

Waco,
TX 76710-4020

Division
of Corporation Finance

Office
of Manufacturing

United
States

Securities
and Exchange Commission

Washington, DC 20549

February
13, 2024

Re:
VoIP-Pal.Com Inc.

Form
10-K for the Fiscal Year Ended September 30, 2023

File
No. 000-55613

Dear
Sir or Madam:

We
acknowledge receipt of comments in your letter of February 13, 2024 regarding the Form 10-K for the fiscal year ended September 30, 2023
(the “Company”), which we have set out below, together with our responses.

Form
10-K for the Fiscal Year Ended September 30, 2023

Controls
and Procedures, page 34

1. We
                                            have reviewed your response to our prior comment 1, along with the proposed revisions attached
                                            thereto. With respect to the response addressing the third bullet, please ensure your
                                            disclosure includes references to both the Chief Executive Officer and Chief Financial Officer,
                                            as we note your proposed disclosure only refers to the Chief Executive Officer. Further,
                                            consider moving this same paragraph disclosure (i.e., “Disclosures controls and procedures
                                            are controls and other procedures that are designed to ensure that information required to
                                            be disclosed in our reports filed or submitted...is accumulated and communicated to management,
                                            including our Chief Executive Officer, to allow timely decisions regarding required disclosure.”)
                                            to placement under the section of “Evaluation of Disclosure
                                            Controls and Procedures,” rather than including it under the section of “Evaluation
                                            of Effectiveness of ICFR.”

Response:
We will ensure our disclosure includes references to both the Chief Executive Officer and Chief Financial Officer. We will move the same
paragraph disclosure to placement under the section of “Evaluation of Disclosure Controls and Procedures,” rather than including
it under the section of “Evaluation of Effectiveness of ICFR.”

2. Refer
                                            to the attachment with your response and address the following:

 ● In
                                            the first paragraph under the heading, “Management’s Report on Internal Control
                                            over Financial Reporting,” refer to the second and third sentences. As your September
                                            30, 2023 audited financial statements have been prepared under U.S. GAAP, please omit references
                                            to IFRS, as issued by the International Accounting Standards Board.

Response:
We will change to state that audited financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (“US GAAP”). Please find an attachment for the entire revised version of Item 9A –
controls and procedures.

 ● Refer
                                            to the section “Changes in Internal Control Over Financial Reporting.” Please
                                            revise to clarify, if true, there have been no changes in your internal controls over financial
                                            reporting during the fourth quarter ended September 30, 2023 that have materially affected
                                            or are reasonably likely to materially affect such controls. Your current disclosure refers
                                            to the year ended September 30, 2023, rather than the fourth fiscal quarter. Refer to Item
                                            308(c) of Regulation S-K.

Response:
We will revise to clarify that there have been no changes in our internal controls over financial reporting during the
fourth quarter ended September 30, 2023 that have materially affected or are reasonably likely to materially affect such controls. Please
find an attachment for the entire revised version of Item 9A – controls and procedures.

If
you have additional comments or questions, please feel free to contact me at jinkuang@hotmail.com.

Sincerely,

/s/
Jin Kuang

Jin
Kuang

Jin
Kuang Chief Financial Officer

cc:
Emil Malak, VoIP-Pal.Com Inc.

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Attachment

Item
9A. Controls and Procedures

Evaluation
of Disclosure Controls and Procedures

At
the end of the period covered by this Annual Report for the year ended September 30, 2023, an evaluation was carried out under the supervision
of, and with the participation of, the Company’s management, including its Chief Executive Officer (“CEO”) and
Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of
the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that
evaluation, the Company’s CEO and CFO have concluded that the disclosure controls and procedures were not effective to give reasonable
assurance primarily due to the outstanding material weakness described below.

Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management,
including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Management’s
Report on Internal Control over Financial Reporting

The
Company’s management, including the Company’s CEO and CFO, is responsible for establishing and maintaining adequate internal
control over financial reporting (“ICFR”), as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act. The Company’s ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes in accordance with generally
accepted accounting principles in the United States of America (“US GAAP”). The Company’s ICFR includes policies and
procedures that: pertain to the maintenance of records that, in reasonable detail accurately and fairly reflect the transactions and
disposition of assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated
financial statements in accordance with IFRS, as issued by the International Accounting Standards Board, and that receipts and expenditures
are being made only in accordance with authorization of management and directors of the Company; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated
financial statements.

Because
of their inherent limitations, ICFR can provide only reasonable assurance and may not prevent or detect misstatements. Furthermore, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Evaluation
of Effectiveness of ICFR

The
Company’s management (with the participation of the CEO and the CFO) conducted an evaluation of the effectiveness of the Company’s
internal control over financial reporting as of September 30, 2023. In making this assessment, management used the criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The
COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment,
(ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. In management’s assessment
of the effectiveness of internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) as required by Exchange
Act Rule 13a-15(c), our management, including the Chief Executive Officer and Chief Financial Officer, have
concluded as of the end of the fiscal year covered by this Annual Report on Form 10-K that our internal control over financial reporting
was not effective due to the material weaknesses identified below.

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As
defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of
Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight
Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results more than a remote likelihood
that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment
described above, management identified the following control deficiencies that represent material weaknesses as of September 30, 2023:

 1) Lack
                                            of segregation of duties. Now, our resources and size prevent us from being able to employ
                                            sufficient resources to enable us to have adequate segregation of duties within our internal
                                            control system. Management will periodically reevaluate this situation.

 2) Lack
                                            of a wholly independent audit committee. Although the Board of Directors has an audit committee
                                            it is not comprised solely of independent directors. We may establish an audit committee
                                            comprised solely of independent directors when we have sufficient capital resources and working
                                            capital to attract qualified independent directors and to maintain such a committee.

 3) Insufficient
                                            period-end balance sheet reconciliations and review of journal entries. Due to our size,
                                            we have insufficient accounting staff resources to review accounting entries on a timely
                                            basis. Management will periodically reevaluate this situation.

 4) No
                                            formal codes of conduct.

A
deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness
is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the entity’s annual or interim financial statements will not be prevented, or detected and corrected
on a timely basis.

Our
management determined that if these deficiencies persist, they could constitute material weaknesses. Due to a lack of financial resources,
we are not able to immediately take any action to remediate these potential material weaknesses. We will not be able to do so until we
acquire sufficient financing to do so. We will implement further controls as circumstances, cash flow, and working capital permit. Notwithstanding
the assessment that our ICFR was not entirely effective and that there were potential material weaknesses as identified in this report,
we believe that our financial statements fairly present our financial position, results of operations and cash flows for the years covered
thereby in all material respects.

Limitations
on the Effectiveness of Internal Controls

Our
management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily
prevent all fraud and material error. Further, the design of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have
been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion
of two or more people, or by management override of the internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.

Changes
in Internal Control Over Financial Reporting

There
have been no changes in our internal controls over financial reporting during the fourth quarter ended September 30, 2023 that have materially
affected or are reasonably likely to materially affect such controls.

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