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Item 1. Financial Statements

2024-05-06 compared with 2024-02-14 · 448 added, 358 removed, 247 unchanged (77% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2023

March 31, 2024

September 30, 2023

1 unchanged sentence

Cash and cash equivalents

Accounts receivable, net of an allowance for credit losses of $ 92,665 as of December 31, 2023 and $ 63,665 as of September 30, 2023

Accounts receivable, net of an allowance for credit losses of $ 78,665 as of March 31, 2024 and $ 63,665 as of September 30, 2023

Prepaid expenses and other current assets

Due from related party

Interest receivable - related party

36 unchanged sentences

Total liabilities and stockholders' equity

The accompanying notes are an integral part of these

consolidated financial statements

CLEARTRONIC, INC.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

December 31, 2023

December 31, 2022

March 31, 2024

March 31, 2023

March 31, 2024

March 31, 2023

Cost of Revenue

5 unchanged sentences

Total Operating Expenses

Extinguishment of liabilities

Gain on the settlement of accounts payable

Interest income/expense, net

8 unchanged sentences

Weighted Average of number of shares outstanding - diluted

The accompanying notes are an integral part of these

consolidated financial statements

CLEARTRONIC, INC.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

For The Three

December 31, 2023

For The Three

December 31, 2022

March 31, 2024

March 31, 2023

Cash Flows From Operating Activities

2 unchanged sentences

Amortization of operating lease - right-of-use asset

Extinguishment of liabilities

Provision for credit losses

2 unchanged sentences

Prepaid expenses and other current assets

Due from related party

Increase (decrease) in liabilities:

4 unchanged sentences

Cash Flows From Investing Activities

Purchase of fixed assets

Purchase of intangible assets

9 unchanged sentences

Series C Convertible Preferred shares exchanged for common stock

Right-of-use asset obtained in exchange for operating lease liability

The accompanying notes are an integral part of these

consolidated financial statements

CLEARTRONIC, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS' EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2023

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS' EQUITY

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024

Series A Preferred Stock

3 unchanged sentences

Series E Preferred Stock

Additional paid-in

Stockholders'

1 unchanged sentence

$ ( 15,237,292 )

Net income for the three months ended December 31 , 2023

Balance at December 31, 2023 (Unaudited)

Net income for the six months ended March 31, 2024

Balance at March 31, 2024 (Unaudited)

$ ( 15,198,298 )

Balance at December 31, 2023

$ ( 15,219,625 )

Net income for the three months ended March 31, 2024

Balance at March 31, 2024 (Unaudited)

$ ( 15,198,298 )

The accompanying notes are an integral part of these

consolidated financial statements

CLEARTRONIC, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS' DEFICIT

FOR THE THREE MONTHS ENDED DECEMBER 31, 2022

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS' EQUITY

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2023

Series A Preferred Stock

8 unchanged sentences

Series C Convertible Preferred shares exchanged for common stock

Net income for the three months ended December 31, 2022

Balance at December 31, 2022 (Unaudited)

Net income for the six months ended March31, 2023

Balance at March 31, 2023 (Unaudited)

$ ( 15,201,935 )

Balance at December 31, 2022

$ ( 15,276,764 )

Net income for the three months ended March 31, 2023

Balance at March 31, 2023 (Unaudited)

$ ( 15,201,935 )

The accompanying notes are an integral part of these

consolidated financial statements

CLEARTRONIC, INC.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements

December 31, 2023

March 31, 2024

NOTE 1 - ORGANIZATION

Cleartronic, Inc.

(the “Company”) was incorporated in Florida

on November 15, 1999.

All current operations are conducted through the Company’s wholly owned subsidiary, ReadyOp Communications,

(the “Company”) was

incorporated in Florida on November 15, 1999.

All current operations are conducted through the Company’s wholly owned subsidiary,

ReadyOp Communications, Inc.

(“ReadyOp”), a Florida corporation incorporated on September 15, 2014.

ReadyOp facilitates the marketing and sales of

subscriptions to the ReadyOp™ and ReadyMed™ platforms and the AudioMate IP gateways discussed below.

ReadyOp facilitates the

marketing and sales of subscriptions to the ReadyOp™ and ReadyMed ™ platforms and the AudioMate IP gateways discussed below.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements contain the consolidated

accounts of Cleartronic, Inc.

The accompanying consolidated financial statements

contain the consolidated accounts of Cleartronic, Inc.

and its subsidiary, ReadyOp Communications, Inc.

All material intercompany transactions and balances have

been eliminated.

All material intercompany transactions

and balances have been eliminated.

BASIS OF PRESENTATION

The financial statements are prepared in accordance with Generally

Accepted Accounting Principles in the United States of America (“U.S.

The unaudited interim financial information

furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management are necessary

to fairly state the Company’s financial position, results of operations and cash flows for the dates and periods presented and to

make such information not misleading.

These unaudited financial statements should be read in conjunction

with the Company’s audited financial statements for the year ended September 30, 2023, contained in our General Form for Registration

of Securities of Form 10-K as filed with the Securities and Exchange Commission (the “Commission”) on December 21, 2023.

results of operations for the three months ended December 31, 2023, are not necessarily indicative of results to be expected for any other

interim period or the fiscal year ending September 30, 2024.

The financial statements are prepared in accordance

with Generally Accepted Accounting Principles in the United States of America (“U.S.

The unaudited interim financial

information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management are

necessary to fairly state the Company’s financial position, results of operations and cash flows for the dates and periods presented

and to make such information not misleading.

These unaudited financial statements should be read

in conjunction with the Company’s audited financial statements for the year ended September 30, 2023, contained in our General Form

for Registration of Securities of Form 10-K as filed with the Securities and Exchange Commission (the “Commission”) on December

The results of operations for the three and six months ended March 31, 2024, are not necessarily indicative of results to be

expected for any other interim period or the fiscal year ending September 30, 2024.

USE OF ESTIMATES

In preparing the consolidated financial statements, management is required

to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and operations

for the reporting period.

Although these estimates are based on management’s knowledge

of current events and actions it may undertake in the future, they may ultimately differ from actual results.

Significant estimates include the assumptions used in valuation of

deferred tax assets, estimated useful life of property and equipment, valuation of inventory and allowance for credit losses.

In preparing the consolidated financial statements,

management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of

the balance sheet and operations for the reporting period.

Although these estimates are based on management’s

knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

Significant estimates include the assumptions used

in valuation of deferred tax assets, estimated useful life of property and equipment, valuation of inventory and allowance for credit

CASH AND CASH EQUIVALENTS

For financial statement purposes, the Company considers all highly

liquid investments purchased with original maturities of three months or less to be cash equivalents.

For financial statement purposes, the Company considers

all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

The Company has investments Treasury Bills.

The Treasury Bills have

remaining terms ranging from four-week month to thirteen weeks on December 31, 2023.

Treasury Bills with an original maturity date of three months

or less are included within cash and cash equivalents on the balance sheet at December 31, 2023.

Bills have remaining terms ranging from four-weeks to thirteen weeks on March 31, 2024.

Treasury Bills with an original maturity

date of three months or less are included within cash and cash equivalents on the balance sheet at March 31, 2024.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

The Company maintains current receivable amounts with most of its customers.

The Company maintains current receivable amounts with

most of its customers.

The Company regularly monitors and assesses its risk of not collecting amounts owed by customers.

This evaluation is based upon an analysis

of current and past due amounts, along with relevant history and facts particular to the customer.

The Company records its allowance for

credit losses based on the results of this analysis.

The analysis requires the Company to make significant estimates and as such, changes

in facts and circumstances could result in material changes in the allowance for credit losses.

The Company considers as past due any

receivable balance not collected within its contractual terms.

The Company provided $ 92,665 and $ 63,665 allowances for doubtful accounts

as of December 31, 2023, and September 30, 2023, respectively.

This evaluation

is based upon an analysis of current and past due amounts, along with relevant history and facts particular to the customer.

records its allowance for credit losses based on the results of this analysis.

The analysis requires the Company to make significant estimates

and as such, changes in facts and circumstances could result in material changes in the allowance for credit losses.

The Company considers

as past due any receivable balance not collected within its contractual terms.

The Company provided $ 78,665 and $ 63,665 allowances

for doubtful accounts as of March 31, 2024, and September 30, 2023, respectively.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist primarily of deferred

subscriber costs and prepaid expenses.

Deferred subscriber costs totaling $ 25,500 and $ 38,250 at December 31, 2023 and September 30, 2023,

respectively.

Prepaid expenses totaling $ 85,575 and $ 68,522 at December 31, 2023 and September 30, 2023, respectively.

Prepaid expenses and other current assets consist

primarily of deferred subscriber costs and prepaid expenses.

Deferred subscriber costs totaled $ 12,750 and $ 38,250 at March 31, 2024 and

September 30, 2023, respectively.

Prepaid expenses totaled $ 95,689 and $ 68,522 at March 31, 2024 and September 30, 2023, respectively.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and depreciated or amortized

using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever

is shorter or when the property and equipment is put into service.

Property and equipment are recorded at cost and depreciated

or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements,

whichever is shorter or when the property and equipment is put into service.

INTANGIBLE ASSETS

The Company’s intangible assets consist

of fees paid to outside consulting services and employees that are assisting us in obtaining FedRAMP certification.

At December 31, 2023,

The Company had intangible assets with a cost of approximately $ 121,392 ,

with finite lives.

The Company amortizes intangible assets with finite lives over the shorter of their estimated useful or

The Company’s intangible assets consist of fees

paid to outside consulting services and employees that are assisting us in obtaining FedRAMP certification.

At March 31, 2024, the Company

had intangible assets with a cost of approximately $173,397, with finite lives.

The Company amortizes intangible assets with

finite lives over the shorter of their estimated useful or legal life.

The useful life is reevaluated for each reporting period.

For the three months ended December 31, 2023, no

amortization expense was recorded.

The Company evaluates intangible assets with finite lives for impairment

at least annually or when events or changes in circumstances indicate that an impairment may exist.

The Company determined that none of

its intangible assets were impaired during the three months ended December 31, 2023.

six months ended March 31, 2024, no amortization expense was recorded due to the software not placed in service and still in the process

of being completed.

The Company evaluates intangible assets with finite

lives for impairment at least annually or when events or changes in circumstances indicate that an impairment may exist.

The Company determined

that none of its intangible assets were impaired during the six months ended March 31, 2024.

CONCENTRATION OF CREDIT RISK

The Company currently maintains cash balances at one FDIC-insured banking

Deposits held in non interest-bearing transaction accounts which are insured up to a maximum of $ 250,000 at all FDIC-insured

institutions.

As of December 31, 2023 and September 30, 2023, the Company had $ 0 and $ 118,140 , respectively, in excess of FDIC insured

The Company currently maintains cash balances at one

FDIC-insured banking institution.

Deposits held in non interest-bearing transaction accounts are insured up to a maximum of $ 250,000 at

all FDIC-insured institutions.

As of March 31, 2024 and September 30, 2023, the Company had $ 0 and $ 118,140 , respectively, in excess of

FDIC insured limits.

RESEARCH AND DEVELOPMENT COSTS

The Company expenses research and development costs as incurred.

For the three months ended December 31, 2023 and 2022, the Company

had $ 13,559 and $ 21,815 respectively, in research and development costs.

The Company expenses research and development costs

For the three months ended March 31, 2024 and 2023,

the Company had $ 3,044 and $ 2,000 respectively, in research and development costs.

For the six months ended March 31, 2024 and 2023,

the Company had $ 16,603 and $ 23,815 respectively, in research and development costs.

REVENUE RECOGNITION AND DEFERRED REVENUES

The Company revenue recognition policy follows guidance from Accounting

Standards Codification (“ASC”) 606, Revenue from contract with customers.

Revenue is recognized when the Company has transferred

promised goods and services to the customer and in the amount that reflects the consideration to which the company expects to be entitled

in exchange for those goods and services.

The Company applies the following five-step model in order to determine this amount:

Identification of Contact with a customer;

The Company revenue recognition policy follows guidance

from Accounting Standards Codification (“ASC”) 606, Revenue from contract with customers.

Revenue is recognized when the Company

has transferred promised goods and services to the customer and in the amount that reflects the consideration to which the company expects

to be entitled to in exchange for those goods and services.

The Company applies the following five-step model in order to determine this

Establishment of a contract with the customer;

Identify the performance obligation of the contract;

Determine transaction price

Allocation of the transaction price to the performance obligations;

Recognition of revenue when (or as) the Company satisfies each performance

The Company generates revenue primarily through the sale of software

licenses and integrated hardware.

The portion of the contract that is associated with ongoing hosting and related customer service is

amortized monthly over the license period.

The Company incurs certain incremental contract costs (referred to as deferred subscriber acquisition

costs, net) including selling expenses (primarily commissions) related to acquiring customers.

Deferred subscriber acquisition costs,

net are included in prepaid and expenses and other current assets on the consolidated balance sheet.

Commissions paid in connection with

acquiring new customers are determined based on the value of the contractual fees.

Deferred subscriber acquisition costs will be expensed

as incurred on the date the revenue associated with the cost is recognized.

In transactions in which hardware is sold to a customer, the Company

recognizes the revenue when the hardware has been shipped to the customer.

The hardware supplied by the Company does not require a related

software license and can be operated and fully functional without the Company’s software.

From time to time clients request special training meetings.

employees to these meeting and charge our clients on a per diem basis.

These charges are recorded as consulting fees on our income statement.

Customer billings for services not yet rendered and hardware not yet

installed are deferred and recognized as revenue as services are provided.

These fees are recorded as current deferred revenue on the

consolidated balance sheet as the Company expects to satisfy any remaining performance obligations as well as recognize the related revenue

within the next twelve months.

Accordingly, the Company has applied the practical expedient regarding deferred revenue to exclude the

value of remaining performance obligations if (i) the contract has an original expected term of one year or less or (ii) the Company recognizes

revenue in proportion to the amount it has the right to invoice for services performed.

Under an agreement with the School District of Hillsborough County

Florida, the District has approved an agreement with the Company whereby the Company will provide 500 units of its AudioMate AM360 Radio

gateways to a third party, Centegix, which will be installing the gateways under their agreement with the School District.

paid the Company for the gateways in advance and the deposit is accounted for in deferred revenue.

The estimated completion date for the

project is August 31, 2024.

As of December 31, 2023 and September 30, 2023, respectively, the Company

recorded $ 1,527,884 and $ 1,177,680 , respectively, in deferred revenue.

Allocation of the transaction price to the performance

Recognition of revenue when (or as) the Company

satisfies each performance obligation.

The Company generates revenue primarily through the

sale of software licenses and integrated hardware.

The portion of the contract that is associated with ongoing hosting and related customer

service is amortized monthly over the license period.

The Company incurs certain incremental contract costs (referred to as deferred subscriber

acquisition costs, net) including selling expenses (primarily commissions) related to acquiring customers.

Deferred subscriber acquisition

costs, net are included in prepaid and expenses and other current assets on the consolidated balance sheet.

Commissions paid in connection

with acquiring new customers are determined based on the value of the contractual fees.

Deferred subscriber acquisition costs will be

expensed as incurred on the date the revenue associated with the cost is recognized.

In transactions in which hardware is sold to a customer,

the Company recognizes the revenue when the hardware has been shipped to the customer.

The hardware supplied by the Company does not require

a related software license and can be operated and fully functional without the Company’s software.

From time to time clients request special training

We send employees to these meetings and charge our clients on a per diem basis.

These charges are recorded as consulting fees

on our income statement.

Customer billings for services not yet rendered and

hardware not yet installed are deferred and recognized as revenue as services are provided.

These fees are recorded as current deferred

revenue on the consolidated balance sheet as the Company expects to satisfy any remaining performance obligations as well as recognize

the related revenue within the next twelve months.

Accordingly, the Company has applied the practical expedient regarding deferred revenue

to exclude the value of remaining performance obligations if (i) the contract has an original expected term of one year or less or (ii)

the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed.

Under an agreement with the School District of Hillsborough

County Florida, the District has approved an agreement with the Company whereby the Company will provide 500 units of its AudioMate AM360

Radio gateways to a third party, Centegix, which will be installing the gateways under their agreement with the School District.

has paid the Company for the gateways in advance and the deposit is accounted for in deferred revenue.

The estimated completion date for

the project is August 31, 2024.

As of March 31, 2024 and September 30, 2023, respectively,

the Company recorded $ 1,577,326 and $ 1,177,680 , respectively, in deferred revenue.

DISAGGREGATED REVENUE

The following table sets forth the approximate net sales by primary

The following table sets forth the approximate net

sales by primary category:

Schedule of disaggregated revenue

For the three months ended

March 31, 2024

March 31, 2023

Licensing of ReadyOp Software

Hardware Sales and Consulting

For the six months ended

March 31, 2024

March 31, 2023

Licensing of ReadyOp Software

Hardware Sales and Consulting

DEFERRED REVENUE

The following table provides a summary of the changes included in deferred

revenue during the three months ended December 31, 2023 and year ended September 30, 2023:

The following table provides a summary of the changes

included in deferred revenue during the six months ended March 31, 2024 and year ended September 30, 2023:

Schedule of deferred revenue

5 unchanged sentences

Ending balance

(1) Customer billings for services not yet rendered and hardware

not yet installed

(2) Revenue recognized in the current year related to the deferred

(1) Customer billings for services not yet rendered and hardware not yet installed

(2) Revenue recognized in the current year related to the deferred liability

EARNINGS PER SHARE

Earnings per share (“EPS”) are the amount of earnings attributable

to each share of common stock.

Earnings per share (“EPS”) are the amount

of earnings attributable to each share of common stock.

For convenience, the term is used to refer to either earnings or loss per share.

EPS is computed pursuant

to section 260-10-45 of the FASB Accounting Standards Codification.

Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic

EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares

outstanding (the denominator) during the period.

Income available to common stockholders shall be computed by adding both the dividends

declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock

(whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income.

The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number

of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period

to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options

EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.

Pursuant to ASC Paragraphs 260-10-45-10 through

Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder.

dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in

diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8

260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average

number of common shares outstanding (the denominator) during the period.

Income available to common stockholders shall be computed by

adding both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period

on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement)

and also from net income.

The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased

to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued

during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement,

stock options or warrants.

Pursuant to ASC Paragraphs 260-10-45-45-21 through

260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security

The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected

in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8

through 55-11 require that another method be applied.

10 unchanged sentences

shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

As of December 31, 2023 and 2022, we had no options and warrants outstanding.

As of December 31, 2023 and 2022, we had 512,996 shares of Series A

Convertible Preferred stock outstanding, which are convertible into 51,299,600 shares of common stock.

As of December 31, 2023 and 2022, we had 3,133,503 and 3,209,503 shares

of Series C Convertible Preferred stock outstanding, respectively, which are convertible into 15,947,515 and 16,707,515 shares of common

stock, respectively.

As of December 31, 2023 and 2022, we had 670,904 shares of Series D

Preferred stock outstanding which are convertible into 3,354,520 shares of common stock.

As of December 31, 2023 and 2022, we had 3,000,000 shares of Series

E Convertible Preferred stock outstanding which are convertible into 300,000,000 shares of common stock.

The table below details the computation of basic and diluted earnings

per share (“EPS”) for the three months ended December 31, 2023 and 2022:

As of March 31, 2024 and 2023, we had no options and

warrants outstanding.

As of March 31, 2024 and 2023, we had 512,996 shares

of Series A Convertible Preferred stock outstanding, which are convertible into 51,299,600 shares of common stock.

As of March 31, 2024 and 2023, we had 3,133,503 shares

of Series C Convertible Preferred stock outstanding which are convertible into 15,947,515 and shares of common stock.

As of March 31, 2024 and 2023, we had 670,904 shares

of Series D Preferred stock outstanding which are convertible into 3,354,520 shares of common stock.

As of March 31, 2024 and 2023, we had 3,000,000 shares

of Series E Convertible Preferred stock outstanding which are convertible into 300,000,000 shares of common stock.

The table below details the computation of basic and

diluted earnings per share (“EPS”) for the three and six months ended March 31, 2024 and 2023:

Schedule of diluted earnings per share

For the three

Net income attributable to common stockholders for the period

1 unchanged sentence

Basic earnings per share

The following table sets for the computation of diluted earnings per

Net income attributable to common stockholders for the period

Weighted average number of shares outstanding

Basic earnings per share

The following table sets for the computation of diluted

earnings per share:

Schedule of computation of diluted earnings per share

For the three

Net income attributable to common stockholders for the period

5 unchanged sentences

Diluted earnings per share

Net income attributable to common stockholders for the period

Preferred stock dividends

Adjusted net income

Weighted average number of shares outstanding

Shares issued upon conversion of preferred stock

Weighted average number of common and common equivalent shares

Diluted earnings per share

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures the fair value of its assets and liabilities under

ASC topic 820, “Fair Value Measurements and Disclosures”.

ASC 820 defines “fair value” as the price that would

be received for an asset or paid to transfer a liability (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.

There was no impact relating to the adoption

of ASC 820 to the Company’s consolidated financial statements.

ASC 820 also describes three levels of inputs that may be used to measure

Observable inputs that reflect unadjusted quoted prices

for identical assets or liabilities traded in active markets.

Inputs other than quoted prices included within Level

1 that are observable for the asset or liability, either directly or indirectly.

The Company measures the fair value of its assets

and liabilities under ASC topic 820, “Fair Value Measurements and Disclosures”.

ASC 820 defines “fair value” as

the price that would be received for an asset or paid to transfer a liability (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.

There was no impact relating

to the adoption of ASC 820 to the Company’s consolidated financial statements.

ASC 820 also describes three levels of inputs that

may be used to measure fair value:

Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded

in active markets.

Inputs other than quoted prices included within Level 1 that are observable for the asset or

liability, either directly or indirectly.

Inputs that are generally observable.

may be used with internally developed methodologies that result in management’s best estimate of fair value.

Financial instruments consist principally of cash, accounts receivable,

prepaid expenses and other current assets, accounts payable, accrued expenses and deferred revenue.

The carrying amounts of such financial

instruments in the accompanying consolidated balance sheet approximate their fair values due to their relatively short-term nature.

carrying amounts approximate fair value.

It is management’s opinion that the Company is not exposed to any significant currency

or credit risks arising from these financial instruments.

As of December 31, 2023 and September 30, 2023, we held no assets that

were required to be measured at fair value on a recurring basis.

There were no transfers between levels in the fair value hierarchy during

three months ended December 31, 2023 and year ended September 30, 2023, respectively.

Inventory consists of components held for assembly and finished goods

held for resale or to be utilized for installation in projects.

Inventory is valued at lower of cost or net realizable value on a first-in,

first-out basis.

The Company’s policy is to record a reserve for technological obsolescence or slow-moving inventory items.

Company only carries finished goods to be shipped along with completed circuit boards and parts necessary for final assembly of finished

These inputs may be used with internally developed methodologies

that result in management’s best estimate of fair value.

Financial instruments consist principally of cash,

accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and deferred revenue.

amounts of such financial instruments in the accompanying consolidated balance sheet approximate their fair values due to their relatively

short-term nature.

The carrying amounts approximate fair value.

It is management’s opinion that the Company is not exposed to any

significant currency or credit risks arising from these financial instruments.

As of March 31, 2024 and September 30, 2023, we held

no assets that were required to be measured at fair value on a recurring basis.

There were no transfers between levels in the fair value

hierarchy during the three and six months ended March 31, 2024 and year ended September 30, 2023, respectively.

Inventory consists of components held for assembly

and finished goods held for resale or to be utilized for installation in projects.

Inventory is valued at lower of cost or net realizable

value on a first-in, first-out basis.

The Company’s policy is to record a reserve for technological obsolescence or slow-moving

inventory items.

The Company only carries finished goods to be shipped along with completed circuit boards and parts necessary for final

assembly of finished product.

All existing inventory is considered current and usable.

The Company recorded no reserve for obsolete inventory as of December

31, 2023 and September 30, 2023, respectively.

At December 31, 2023 inventory was $ 27,646 of raw materials.

At September 30, 2023, inventory was $ 21,913 of raw materials.

The Company recorded no reserve for obsolete inventory

as of March 31, 2024 and September 30, 2023, respectively.

At March 31, 2024 inventory was $ 31,173 of raw materials

and finished goods.

At September 30, 2023, inventory was $ 21,913 of raw

materials and finished goods.

ADVERTISING COSTS

Advertising costs are expensed as incurred.

The Company had advertising

costs of $ 22,584 and $ 13,419 during the three months ended December 31, 2023 and 2022, respectively.

had advertising costs of $ 38,108 and $ 17,618 during the three months ended March 31, 2024 and 2023, respectively.

Advertising costs are expensed as incurred.

had advertising costs of $ 60,692 and $ 30,767 during the six months ended March 31, 2024 and 2023, respectively.

RECENT ADOPTED ACCOUNTING PRONOUNCEMENTS

Troubled Debt Restructurings and Vintage Disclosures

In March 2022, the Financial Accounting Standards Board (the “FASB”)

issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326):

Troubled Debt Restructurings and Vintage Disclosures (“ASU

2022-02”), which eliminates the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310,

Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination.

ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses

(Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing

financial difficulty.

In March 2022, the Financial Accounting Standards

Board (the “FASB”) issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326):

Troubled Debt Restructurings

and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (“TDRs”)

for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs

by year of origination.

Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments

– Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for

borrowers experiencing financial difficulty.

ASU 2022-02 was effective for the Company October 1, 2022.

The adoption of ASU 2022-02 did not have a material impact

on the Company’s consolidated financial statements.

The adoption of ASU 2022-02 did

not have a material impact on the Company’s consolidated financial statements.

RECENT ISSUED ACCOUNTING PRONOUNCEMENTS

The Company continues to monitor new accounting pronouncements issued

by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on the

Company’s Financial Statements.

In the current year, the Company adjusted its classification of selling

and administrative expenses in the Statement of Operations.

For comparative purposes, amounts in the prior years have been reclassified

to conform to current year presentations.

These reclassifications had no effect on previously reported results of operations or retained

The Company continues to monitor new accounting pronouncements

issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact

on the Company’s Financial Statements.

In the current year, the Company adjusted its classification

of selling and administrative expenses in the Statement of Operations.

For comparative purposes, amounts in the prior years have been

reclassified to conform to current year presentations.

These reclassifications had no effect on previously reported results of operations

or retained earnings.

LEASE ACCOUNTING

We determine if an arrangement is a lease, or contains a lease, at

inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made

available for use by the lessor.

We have a lease agreement with lease and non-lease components and have

elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component,

from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in

supply agreements.

From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated

lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

We have elected not to present short-term leases on the balance sheet

as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we

are reasonably certain to exercise.

All other lease assets and lease liabilities are recognized based on the present value of lease payments

over the lease term at commencement date.

Because our lease does not provide an implicit rate of return, we used our incremental borrowing

rate based on the information available at lease commencement date in determining the present value of lease payments.

In general, leases, where we are the lessee, may include options to

extend the lease term.

We determine if an arrangement is a lease, or contains

a lease, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying

asset is made available for use by the lessor.

We have a lease agreement with lease and non-lease

components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined

lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes

embedded in supply agreements.

From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components

and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

We have elected not to present short-term leases on

the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal

terms that we are reasonably certain to exercise.

All other lease assets and lease liabilities are recognized based on the present value

of lease payments over the lease term at commencement date.

Because our lease does not provide an implicit rate of return, we used our

incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

In general, leases, where we are the lessee, may include

options to extend the lease term.

These leases may include options to terminate the lease prior to the end of the agreed upon lease term.

of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will

exercise such options.

Lease expense for operating leases is recognized on a straight-line

basis over the lease term as cost of revenues or operating expenses depending on the nature of the leased asset.

Certain operating leases

provide for annual increases to lease payments based on an index or rate.

We calculate the present value of future lease payments based

on the index or rate at the lease commencement date.

Differences between the calculated lease payment and actual payment

are expensed as incurred.

Amortization of finance lease assets is recognized over the lease term as cost of revenues or operating expenses

depending on the nature of the leased asset.

On December 2, 2022, and effective on January 1, 2023, the Company

signed a two-year lease of 1,145 square feet for our principal offices in Clearwater, Florida.

The monthly rent is $ 2,134 in year one

and increases to $ 2,198 in year two.

For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain

that we will exercise such options.

Lease expense for operating leases is recognized on

a straight-line basis over the lease term as cost of revenues or operating expenses depending on the nature of the leased asset.

operating leases provide for annual increases to lease payments based on an index or rate.

We calculate the present value of future lease

payments based on the index or rate at the lease commencement date.

Differences between the calculated lease payment and

actual payment are expensed as incurred.

Amortization of finance lease assets is recognized over the lease term as cost of revenues or

operating expenses depending on the nature of the leased asset.

On December 2, 2023, and effective on January 1, 2023,

the Company signed a two-year lease of 1,145 square feet for our principal offices in Clearwater, Florida.

The monthly rent is $ 2,134

in year one and increases to $ 2,198 in year two.

The lease expires on December 31, 2024.

The tables below present information regarding the Company’s

operating lease assets and liabilities at December 31, 2023 and September 30, 2023:

The tables below present information regarding the

Company’s operating lease assets and liabilities at March 31, 2024 and September 30, 2023:

Schedule of operating lease assets and liabilities

December 31, 2023

March 31, 2024

September 30, 2023

11 unchanged sentences

Right-of-use asset obtained in exchange for new operating lease liability

At December 31, 2023, the Company has no financing leases as defined

in ASC 842, “Leases.”

Future minimum lease payments required under leases that have initial

or remaining non-cancelable lease terms in excess of one year at December 31, 2023:

At March 31, 2024, the Company has no financing leases

as defined in ASC 842, “Leases.”

Future minimum lease payments required under leases

that have initial or remaining non-cancelable lease terms in excess of one year at March 31, 2024:

Schedule of future minimum lease payments required under leases

2024 (6 Months)

Total undiscounted cash flows

3 unchanged sentences

Long-term operating lease liability

NOTE 3 – PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

At December 31, 2023 and September 30, 2023, property and equipment,

net, is as follows:

NOTE 3 – PROPERTY, EQUIPMENT AND INTANGIBLE

At March 31, 2024 and September 30, 2023, property

and equipment, net, is as follows:

Schedule of property and equipment net

For the three

December 31, 2023

March 31, 2024

September 30, 2023

2 unchanged sentences

Total Property and Equipment, net

Depreciation expense for the three months ended December 31, 2023 and

2022, was $ 1,357 and $ 1,080 , respectively.

At December 31, 2023 and September 30, 2023, intangible assets, net,

is as follows:

Depreciation expense for the three months ended March

31, 2024 and 2023, was $ 1,490 and $ 1,282 , respectively.

Depreciation expenses for the six months ended March

31, 2024 and 2023, was $ 2,847 and $ 2,362 , respectively.

At March 31, 2024 and September 30, 2023, intangible

assets, net, is as follows:

Schedule of intangible assets

For the three months

March 31, 2024

September 30, 2023

1 unchanged sentence

Total Intangible Assets, net

Amortization expense for the three months ended December 31, 2023 and

2022, was $ 0 and $ 0 , respectively.

Amortization expense for the three and six months

ended March 31, 2024 and 2023, was $ 0 and $ 0 , respectively.

NOTE 4 - EQUITY TRANSACTIONS

Preferred Stock Dividends

As of December 31, 2023 and September 30, 2023, the cumulative arrearage

of undeclared dividends for Series A Preferred stock totaled $ 216,524 and $ 205,658 , respectively and $ 10,343 for the three months ended

December 31, 2023.

As of March 31, 2024 and September 30, 2023, the cumulative

arrearage of undeclared dividends for Series A Preferred stock totaled $ 226,756 and $ 205,658 , respectively and $ 20,574 for the six months

ended March 31, 2024.

As of the date of this report, we have 200,000,000

authorized shares of preferred stock, par value $ 0.00001

per share, of which 7,317,403

shares were issued and outstanding.

There are currently 5 series of preferred stock designated as follows:

authorized shares of preferred stock, par value $ 0.00001 per share, of which 7,317,403 shares were issued and outstanding.

There are currently

5 series of preferred stock designated as follows:

● 1,250,000 shares have been designated as Series A Preferred Stock, 512,996 of which are issued and outstanding;

● 10 shares have been designated as Series B Preferred Stock, none of which is issued and outstanding;

50,000,000 shares have been designated as Series C Preferred Stock, 3,133,503 of which are issued and outstanding;

● 50,000,000 shares have been designated as Series C Preferred Stock, 3,133,503 of which are issued and

● 10,000,000 shares have been designated Series D Preferred stock, of which 670,904 are issued and outstanding;

● 10,000,000 shares have been designated Series E Preferred stock, of which 3,000,000 are issued and outstanding.

Pursuant to our Articles of Incorporation establishing our preferred

A holder of shares of the Series A Preferred Stock is entitled to the number of votes equal to the number of shares of the Series A Preferred Stock held by such holder multiplied by one on all matters submitted to a vote of our stockholders.

Pursuant to our Articles of Incorporation establishing our preferred stock:

● A holder of shares of the Series A Preferred Stock is entitled to the number of votes equal to the number

of shares of the Series A Preferred Stock held by such holder multiplied by one on all matters submitted to a vote of our stockholders.

Each one share of our Series A Preferred Stock shall be convertible into 100 shares of our common stock.

Each holder of Series A Preferred Stock is entitled to receive cumulative dividends at the rate of 8 % of $ 1.00 per annum on each outstanding share of Series A Preferred Stock then held by such holder, on a pro rata basis.

A holder of shares of the Series B Preferred Stock is entitled to one vote per share on all matters submitted to a vote of our stockholders.

If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have voting rights equal to two times the sum of the total number of shares of our common stock which are issued and outstanding at the time of voting, plus the total number of shares of any shares of our preferred stock which are issued and outstanding at the time of voting.

A holder of shares of the Series B Preferred Stock shall have no conversion rights or rights to dividends.

A holder of shares of the Series C Preferred Stock is entitled to the number of votes equal to the number of shares of the Series C Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders.

In addition, the holders of our Series C Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

Each holder of Series A Preferred

Stock is entitled to receive cumulative dividends at the rate of 8 % of $ 1.00 per annum on each outstanding share of Series A Preferred

Stock then held by such holder, on a pro rata basis.

● A holder of shares of the Series B Preferred Stock is entitled to one vote per share on all matters submitted

to a vote of our stockholders.

If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued

shares of Series B Preferred Stock at any given time, regardless of their number, shall have voting rights equal to two times the sum

of the total number of shares of our common stock which are issued and outstanding at the time of voting, plus the total number of shares

of any shares of our preferred stock which are issued and outstanding at the time of voting.

A holder of shares of the Series B Preferred

Stock shall have no conversion rights or rights to dividends.

● A holder of shares of the Series C Preferred Stock is entitled to the number of votes equal to the number

of shares of the Series C Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders.

In addition, the holders of our Series C Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board

of Directors, in its sole discretion.

No dividends have been declared.

Finally, each one share of our Series C Preferred Stock shall be convertible into five shares of our common stock.

A holder of shares of the Series D Preferred Stock is entitled to the number of votes equal to the number of shares of the Series D Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders.

In addition, the holders of our Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

Finally, each one share of our Series C Preferred Stock shall be

convertible into five shares of our common stock.

● A holder of shares of the Series D Preferred Stock is entitled to the number of votes equal to the number

of shares of the Series D Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders.

In addition, the holders of our Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board

of Directors, in its sole discretion.

No dividends have been declared.

Finally, each one share of our Series D Preferred Stock shall be convertible into five shares of our common stock.

A holder of shares of the Series E Preferred Stock is entitled to the number of votes equal to the number of shares of the Series E Preferred Stock held by such holder multiplied by 100 on all matters submitted to a vote of our stockholders.

In addition, the holders of our Series E Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

Finally, each one share of our Series D Preferred Stock shall be

convertible into five shares of our common stock.

● A holder of shares of the Series E Preferred Stock is entitled to the number of votes equal to the number

of shares of the Series E Preferred Stock held by such holder multiplied by 100 on all matters submitted to a vote of our stockholders.

In addition, the holders of our Series E Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board

of Directors, in its sole discretion.

No dividends have been declared.

Finally, each one share of our Series E Preferred Stock shall be convertible into 100 shares of our common stock.

Finally, each one share of our Series E Preferred Stock shall be

convertible into 100 shares of our common stock.

NOTE 5 - RELATED PARTY TRANSACTIONS

Rent expense incurred during the three months ended December 31, 2023

and 2022 was $ 0 and $ 2,343 , respectively (See Note 6).

During the three months ended December 31, 2023 and 2022, the Company

paid $ 12,000 and $ 9,000 , respectively, to a related party consultant.

As of December 31, 2022, the Company advanced $ 53,302 to VoiceInterop,

the Company’s former wholly owned subsidiary and now 96 % owned by our shareholders.

The amount is included in due from related party

on the consolidated balance sheet.

Rent expense incurred during the three months ended

March 31, 2024 and 2023 was $ 0 and $ 0 , respectively (See Note 6).

Rent expense incurred during the six months ended

March 31, 2024 and 2023 was $ 0 and $ 2,343 , respectively (See Note 6).

During the three months ended March 31, 2024 and 2023,

the Company paid $ 9,000 and $ 9,000 , respectively, to a related party consultant.

During the six months ended March 31, 2024 and 2023,

the Company paid $ 21,000 and $ 18,000 , respectively, to a related party consultant.

As of March 31, 2024, the Company advanced $ 53,302

to VoiceInterop, the Company’s former wholly owned subsidiary and now 96 % owned by our shareholders.

The advance was related

to certain expenses paid on VoiceInterop behalf by the Company.

The amount is included in due from related party on the consolidated balance

The amount is due on September 30, 2024, and bears interest at 5 % effective October 1, 2023.

December 31, 2023, the Company recorded $ 3,427 in interest receivable – related party.

As of March 31, 2024, the Company

recorded $ 4,139 in interest receivable – related party.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company may be subject to various

legal proceedings and claims that arise in the ordinary course of the Company’s business activities.

The Company is not aware of

any claim or litigation, the outcome of which, if determined adversely to the Company, would have a material effect on the Company’s

financial position or results of operations.

Obligation Under Operating Lease

On December 2, 2022, and effective on January 1, 2023, the Company

signed a two-year lease of 1,145 square feet for our principal offices in Clearwater, Florida.

The monthly rent is $ 2,134 in year one

and increases to $ 2,198 in year two.

On December 2, 2023, and effective on January 1, 2023,

the Company signed a two-year lease of 1,145 square feet for our principal offices in Clearwater, Florida.

The monthly rent is $ 2,134

in year one and increases to $ 2,198 in year two.

The lease expires on December 31, 2024.

On January 1, 2023, upon adoption of ASC 842, the

Company will recognize right-to-use assets as operating leases and operating lease obligations.

On December 1, 2021, the Company signed a one year lease approximately

2,000 square feet for our principal offices in Boca Raton, Florida.

On January 1, 2023, upon adoption of ASC

842, the Company will recognize right-to-use assets as operating leases and operating lease obligations.

On December 1, 2021, the Company signed a one year

lease approximately 2,000 square feet for our principal offices in Boca Raton, Florida.

The monthly rent is $ 2,200 .

The lease expired on November 30, 2022 .

Rent expense incurred during the years ended September 30, 2023 and

2022 was $ 22,722 and $ 26,973 , respectively.

The lease expired

on November 30, 2023 .

Rent expense incurred during the six months ended

March 31, 2024 and 2023 was $ 12,929 and $ 9,247 , respectively.

Revenue and Accounts Receivable Concentration

For the three months ended December 31, 2023, one customer accounted

for 12.72 % of the Company’s revenues.

For the three months ended December 31, 2022, one customer accounted

for 16 % of the Company’s revenues.

As of December 31, 2023, no customer accounted for more than 10 % of

the Company’s total outstanding accounts receivable.

As of September 30, 2023, no customer accounted for more than 10 % of

the Company’s total outstanding accounts receivable.

For the three months ended March 31, 2024, one customer

accounted for 12.72 % of the Company’s revenues.

For the six months ended March 31, 2024, one customer

accounted for 14.99 % of the Company’s revenues.

For the six months ended March 31, 2023, one customer

accounted for 16 % of the Company’s revenues.

As of March 31, 2024, no customer accounted for more

than 10 % of the Company’s total outstanding accounts receivable.

As of September 30, 2023, no customer accounted for

more than 10 % of the Company’s total outstanding accounts receivable.

Deferred Revenue Concentration

As of December 31, 2023, one customer accounted for more than 33 % of

the Company’s total outstanding deferred revenue.

As of September 30, 2023, no customer accounted for more than 10 % of

the Company’s total outstanding deferred revenue.

As of March 31, 2024, one customer accounted for more

than 31.70 % of the Company’s total outstanding deferred revenue.

As of September 30, 2023, no customer accounted for

more than 10 % of the Company’s total outstanding deferred revenue.

Major Supplier and Sole Manufacturing Source

The Company relies on no major supplier for its products.

has contracted with local manufacturing facilities to provide completed circuit boards used in the assembly of its IP gateway devices.

Interruption of adequate supply of components, primarily computer chips, to the manufacturing source presents additional risk to the Company.

The Company believes that additional commercial facilities exist at competitive rates to match the resources and capabilities of its existing

manufacturing source, but the current worldwide shortage of computer chips does limit our ability to supply our proprietary radio gateways

to clients and other buyers.

The Company has contracted with local manufacturing facilities to provide completed circuit boards used in the assembly of its IP gateway

Interruption of adequate supply of components, primarily computer chips, to the manufacturing source presents additional risk

to the Company.

The Company believes that additional commercial facilities exist at competitive rates to match the resources and capabilities

of its existing manufacturing source, but the current worldwide shortage of computer chips does limit our ability to supply our proprietary

radio gateways to clients and other buyers.

Exclusive Licensing Agreement

On May 5, 2017, the Company entered into an Exclusive Licensing Agreement

with Sublicensing Terms (the “Agreement”) with the University of South Florida Research Foundation, Inc.

relating to an exclusive license of certain patent rights in connection with one of USFRF’s U.S.

On May 5, 2017, the Company entered into an Exclusive

Licensing Agreement with Sublicensing Terms (the “Agreement”) with the University of South Florida Research Foundation, Inc.

(“USFRF”) relating to an exclusive license of certain patent rights in connection with one of USFRF’s U.S.

Patent Applications.

recognize that the research and development work provided by the Company was sufficient for USFRF to enter into the Agreement with the

The Agreement is effective April 25, 2017 and continues until the later

of the date that no Licensed Patent remains a pending application or an enforceable patent or the date on which the Licensee’s obligation

to pay royalties expires.

The Company agreed to pay USFRF a royalty of 3 % for sales of all Licensed

Products and Licensed Processes and agreed to pay USFRF minimum royalty payments of $8,000 for fiscal year 2022 and thereafter on the

same date, for the life of the agreement.

In the event the Company proposes to sell any Equity Securities, then

USFRF will have the right to purchase 5 % of the securities issued in such offering on the same terms and conditions are offered to other

purchasers in such financing.

As of December 31, 2023 and 2022, the Company has recorded $ 9,090 and $ 3,640 for the minimum royalty for

the fiscal year ended 2023 and 2022.

Both parties recognize that the research and development work provided by the Company was sufficient for USFRF to enter into the Agreement

with the Company.

The Agreement is effective April 25, 2017 and continues

until the later of the date that no Licensed Patent remains a pending application or an enforceable patent or the date on which the Licensee’s

obligation to pay royalties expires.

The Company agreed to pay USFRF a royalty of 3 % for

sales of all Licensed Products and Licensed Processes and agreed to pay USFRF minimum royalty payments of $8,000 for fiscal year 2023

and thereafter on the same date, for the life of the agreement.

In the event the Company proposes to sell any Equity

Securities, then USFRF will have the right to purchase 5 % of the securities issued in such offering on the same terms and conditions are

offered to other purchasers in such financing.

As of March 31, 2024 and 2023, the Company has recorded $ 10,010 and $ 5,640 for the minimum

royalty for the fiscal year ended 2024 and 2023.

NOTE 7 – EXTINGUISHMENT OF LIABILITIES

During the three months ended December 31, 2023, the Company recorded

a gain on extinguishment of liabilities $ 44,052 related to amounts due to vendors that exceeded the statute of limitations.

During the six months ended March 31, 2024, the Company

recorded a gain on extinguishment of liabilities $ 44,052 related to amounts due to vendors.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements