What changed in this filing

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Item 9A. Controls and Procedures

2025-03-21 compared with 2023-12-21 · 1146 added, 981 removed, 233 unchanged (90% of the section changed)

Controls and Procedures.

of Disclosure and Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of

our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls

Evaluation of Disclosure and Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls

and procedures (as defined) in Exchange Act Rules 13a - 15(c) and 15d - 15(e)).

Based upon that evaluation, our chief executive officer

and chief financial officer concluded that, as of September 30, 2023, our disclosure controls and procedures were effective (1) to ensure

that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SECs rules and forms and (2) to ensure that information required to be disclosed

by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our Chief Executive

and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information

required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C.

and chief financial officer concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective, (1) to

ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the SEC's rules and forms and (2) to ensure that information required to

be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our Chief

Executive and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The term disclosure controls and procedures means controls and other

procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files

or submits under the Exchange Act (15 U.S.C.

78a , et seq.

is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms.

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed

by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management,

including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow

timely decisions regarding required disclosure.

management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures

or our internal controls over financial reporting will prevent all error and all fraud.

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

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 inherent limitations in all control systems, internal control over financial reporting may not prevent or

detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if

any, within the registrant have been detected.

Also, 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.

Annual Report on Internal Control over Financial Reporting.

) is recorded, processed, summarized and reported, within the time periods

specified in the Commission's rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act

is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial

Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all

error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance

that the objectives of the control system are met.

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 we are a small company with a limited number of employees, there

is an inherent issue of segregation of duties as experienced by all small companies.

Our independent outside financial consultant assists

us with our bookkeeping and reporting requirements and is segregated from our operations and management.

Because of inherent limitations in all control systems, internal control

over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all

control issues and instances of fraud, if any, within the registrant have been detected.

Also, 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.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate

3 unchanged sentences

statements for external purposes in accordance with accounting principles generally accepted in the United States.

term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuers principal

executive and principal financial officers, or persons performing similar functions, and effected by the issuers board of directors,

management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies

and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with

The term internal control over financial reporting is defined as a process

designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar

functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles and includes those policies and procedures that:

● Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of our assets;

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with

authorizations of management and directors of the issuer;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuers

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s

assets that could have a material effect on the financial statements.

management assessed the effectiveness of our internal control over financial reporting as of September 30, 2023.

In making this assessment,

our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal

Control-Integrated Framework.

Management concluded that our internal control over financial reporting was effective as of September 30,

in Internal Control Over Financial Reporting.

Our management assessed the effectiveness of our internal control over

financial reporting as of September 30, 2024.

In making this assessment, our management used the criteria set forth by the Committee of

Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control-Integrated Framework.

Management concluded that our

internal control over financial reporting was not effective as of September 30, 2024.

Material weakness identified:

The Company recognizes that due to its limited number of personnel, there are inherent challenges in achieving complete segregation of duties within the financial reporting process.

Management continues to evaluate opportunities to enhance internal controls to mitigate these challenges.

The Company's internal control processes did not identify certain journal entries, which were subsequently brought to management’s attention by the external auditor.

All proposed adjustments were recorded.

Management is reviewing its processes to strengthen controls and ensure greater accuracy moving forward.

The Company acknowledges that its accounting team would benefit from additional technical expertise with respect to certain US GAAP matters.

Management is exploring options to address these technical requirements, including external support..

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps to make the necessary

improvements to remediate this deficiency as resources to do so become available.

We intend to consider the results of our remediation

efforts and related testing as part of our year-end 2024 assessment of the effectiveness of our internal control over financial reporting

by improving our segregation of duties and level of supervision.

Changes in Internal Control Over Financial Reporting.

There have been no changes in the registrant’s internal control over financial

reporting through the date of this report or during the quarter ended September 30, 2023, that materially affected, or is reasonably

likely to materially affect, the registrants internal control over financial reporting.

Registered Accountants Internal Control Attestation.

reporting through the date of this report or during the quarter ended September 30, 2024, that materially affected, or is reasonably likely

to materially affect, the registrant’s internal control over financial reporting.

Independent Registered Accountant’s Internal Control Attestation.

This report does not include an attestation report of the registrant’s

1 unchanged sentence

Management’s report was not subject to attestation

by the registrants registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that

permit the registrant to provide only managements report in this report.

by the registrant’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit

the registrant to provide only management’s report in this report.

Other Information.

Directors, Executive Officers and Corporate Governance.

following table sets forth information concerning the directors and executive officers of Cleartronic as of the date of this report:

Executive Officer and Director

Chief Financial Officer, Secretary and Director

members of our board of directors are subject to change from time to time by the vote of the stockholders at special or annual meetings

to elect directors.

Our current board of directors consists of three directors who have expertise in the business of Cleartronic.

on our continuing profitability, we intend to seek directors and officers who would be able to assist in the execution of our business

foregoing notwithstanding, except as otherwise provided in any resolution or resolutions of the board, directors who are elected at an

annual meeting of stockholders, and directors elected in the interim to fill vacancies and newly created directorships, will hold office

for the term for which elected and until their successors are elected and qualified or until their earlier death, resignation or removal.

the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution

or resolutions of the board, vacancies and newly created directorships of such class or classes or series thereof may generally be filled

by a majority of the directors elected by such class or classes or series then in office, by a sole remaining director so elected or

by the unanimous written consent or the affirmative vote of a majority of the outstanding shares of such class or classes or series entitled

to elect such director or directors.

Officers are elected annually by the directors.

There are no family relationships among our directors

and officers.

may employ additional management personnel, as our board of directors deems necessary.

Cleartronic has not identified or reached an agreement

or understanding with any other individuals to serve in management positions, but does not anticipate any problem in employing qualified

description of the business experience for the directors and executive officers of Cleartronic is set forth below.

Martin currently serves as Chairman and Director of Cleartronic, Inc.

Prior to joining the Cleartronic team, Martin served as CEO

of SMARTLogix, Inc., a petroleum logistics technology company which he founded in 2000.

Graduating with an Engineering degree from The

University of Buffalos School of Engineering, Martin joined the Exxon Management Development Program.

Following his tenure at Exxon,

he purchased an Exxon distributorship in the Carolinas.

Culp Petroleum was transformed into a large regional distribution company.

at Culp, Martin developed and implemented several technologies that have since become industry standards.

Martin sold the petroleum business

in 2005 and focused his efforts on his technology ventures including the SMARTank division of SMARTLogix.

SMARTank grew substantially

and the technology was later sold to a public company in 2011.

Moore is currently Chief Executive Officer and a Director of Cleartronic, Inc.

He was founder and CEO of Collabria, LLC, a private

software development company.

Prior to founding Collabria in 2008, Moore for 13 years was CEO of DTNet Group and for seven years served

as CEO of Payroll Transfers, Inc.

He also was an assistant vice president with both Kidder Peabody and Merrill Lynch.

honors graduate of the United States Air Force Academy and served as an Air Force fighter pilot for eight years, flying F-4 and F-16

fighter aircraft.

He is also one of six entrepreneurs profiled in the book Daring Visionaries, How Entrepreneurs Build Companies,

Inspire Allegiance, and Create Wealth.

Reid is the founder of Cleartronic and a co-founder of VoiceInterop.

With over thirty years of executive management experience including

sales and marketing, operations management, and financial management, from 2001 to 2005 Mr.

Reid served as CFO and director of Connectivity,

Inc., a manufacturer and distributor of emergency call boxes.

He was instrumental in Connectivitys acquisition by CNE Group, Inc.,

(an American Stock Exchange listed company) and served as Executive Vice President and Director of CNE from 2003 to 2005.

broad experience in venture start-ups, raising capital, building organizational synergies, creating and developing joint ventures and

strategic partnerships, opening new markets, and driving key business initiatives.

Early in his professional career in corporate financial

management, Mr.

Reid was responsible for raising more than $5 million in start-up capital for Ocurest Laboratories, Inc., a company he

co-founded to package and distribute over-the-counter eye drops in a new (patented) eye drop dispenser.

He forged Ocurests successful

IPO in 1996 and helped lead the companys achieving an estimated 80% market penetration of optical supply retail outlets in the

United States.

do not currently have an Audit, Executive, Finance, Compensation, or Nominating Committee, or any other committee of the Board of Directors.

16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common

stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with

the United States Securities and Exchange Commission.

Such persons are also required to furnish Cleartronic with copies of all

forms so filed.

solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of

the date of this report, our executive officers, directors and greater than 10 percent beneficial owners have not complied on a timely

basis with all Section 16(a) filing requirements.

Communication

with Directors

and other interested parties may contact any of our directors by writing to them at Cleartronic, Inc., at 8000 North Federal Highway,

Suite 100, Boca Raton, Florida 33487, Attention:

The following table sets forth information concerning the directors and

executive officers of Cleartronic as of the date of this report:

Director Since

Chairman and Director

Chief Executive Officer and Director

President, Chief Financial Officer, Secretary and Director

The members of our board of directors are subject to change from time to

time by the vote of the stockholders at special or annual meetings to elect directors.

Our current board of directors consists of three

directors who have expertise in the business of Cleartronic.

Based on our continuing profitability, we intend to seek directors and officers

who would be able to assist in the execution of our business plan.

The foregoing notwithstanding, except as otherwise provided in any resolution

or resolutions of the board, directors who are elected at an annual meeting of stockholders, and directors elected in the interim to fill

vacancies and newly created directorships, will hold office for the term for which elected and until their successors are elected and

qualified or until their earlier death, resignation or removal.

Whenever the holders of any class or classes of stock or any series thereof

are entitled to elect one or more directors pursuant to any resolution or resolutions of the board, vacancies and newly created directorships

of such class or classes or series thereof may generally be filled by a majority of the directors elected by such class or classes or

series then in office, by a sole remaining director so elected or by the unanimous written consent or the affirmative vote of a majority

of the outstanding shares of such class or classes or series entitled to elect such director or directors.

Officers are elected annually

by the directors.

There are no family relationships among our directors and officers.

We may employ additional management personnel, as our board of directors

deems necessary.

Cleartronic has not identified or reached an agreement or understanding with any other individuals to serve in management

positions, but does not anticipate any problem in employing qualified staff.

A description of the business experience for the directors and executive

officers of Cleartronic is set forth below.

Martin currently serves as Chairman and Director of Cleartronic,

Prior to joining the Cleartronic team, Martin served as CEO of SMARTLogix, Inc., a petroleum logistics technology company which he

founded in 2000.

Graduating with an Engineering degree from The University of Buffalo’s School of Engineering, Martin joined the Exxon

Management Development Program.

Following his tenure at Exxon, he purchased an Exxon distributorship in the Carolinas.

Culp Petroleum

was transformed into a large regional distribution company.

While at Culp, Martin developed and implemented several technologies that

have since become industry standards.

Martin sold the petroleum business in 2005 and focused his efforts on his technology ventures including

the SMARTank division of SMARTLogix.

SMARTank grew substantially and the technology was later sold to a public company in 2011.

Moore is currently Chief Executive Officer and a Director of

Cleartronic, Inc.

He was founder and CEO of Collabria, LLC, a private software development company.

Prior to founding Collabria in 2008,

Moore for 13 years was CEO of DTNet Group and for seven years served as CEO of Payroll Transfers, Inc.

He also was an assistant vice president

with both Kidder Peabody and Merrill Lynch.

Moore is an honors graduate of the United States Air Force Academy and served as an Air

Force fighter pilot for eight years, flying F-4 and F-16 fighter aircraft.

He is also one of six entrepreneurs profiled in the book Daring

Visionaries, How Entrepreneurs Build Companies, Inspire Allegiance, and Create Wealth.

Larry Reid is the founder of Cleartronic and a co-founder of VoiceInterop.

With over thirty years of executive management experience including sales and marketing, operations management, and financial management,

from 2001 to 2005 Mr.

Reid served as CFO and director of Connectivity, Inc., a manufacturer and distributor of emergency call boxes.

was instrumental in Connectivity’s acquisition by CNE Group, Inc., (an American Stock Exchange listed company) and served as Executive

Vice President and Director of CNE from 2003 to 2005.

Reid has broad experience in venture start-ups, raising capital, building organizational

synergies, creating and developing joint ventures and strategic partnerships, opening new markets, and driving key business initiatives.

Early in his professional career in corporate financial management, Mr.

Reid was responsible for raising more than $5 million in start-up

capital for Ocurest Laboratories, Inc., a company he co-founded to package and distribute over-the-counter eye drops in a new (patented)

eye drop dispenser.

He forged Ocurest’s successful IPO in 1996 and helped lead the company’s achieving an estimated 80% market penetration

of optical supply retail outlets in the United States.

Committees of the Board

We do not currently have an Audit, Executive, Finance, Compensation, or

Nominating Committee, or any other committee of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, our directors and certain of our

officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership

of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission.

Such persons are

also required to furnish Cleartronic with copies of all forms so filed.

Based solely upon a review of copies of such forms filed on Forms 3, 4,

and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive officers, directors and greater

than 10 percent beneficial owners have not complied on a timely basis with all Section 16(a) filing requirements.

Communication with Directors

Stockholders and other interested parties may contact any of our directors

by writing to them at Cleartronic, Inc., at 28050 US Hwy 19N, Clearwarter, Florida 33761, Attention:

Corporate Secretary.

Companys Board has approved a process for handling letters received by us and addressed to any of our directors.

process, the Secretary reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence,

together with copies of all such correspondence that, in the opinion of the Secretary, deal with functions of the board or committees

thereof or that he otherwise determines requires their attention.

Directors may at any time review a log of all correspondence

received by us that are addressed to members of the board and request copies of such correspondence.

respect to transactions involving real or apparent conflicts of interest, we have not adopted any written policies and procedures.

of Ethics for Senior Executive Officers and Senior Financial Officers

have not adopted a Code of Ethics for Senior Executive Officers and Senior Financial Officers.

The Company’s Board has approved a process for handling letters received

by us and addressed to any of our directors.

Under that process, the Secretary reviews all such correspondence and regularly forwards

to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of the Secretary,

deal with functions of the board or committees thereof or that he otherwise determines requires their attention.

Directors may at any

time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence.

Conflicts of Interest

With respect to transactions involving real or apparent conflicts of interest,

we have not adopted any written policies and procedures.

Code of Ethics for Senior Executive Officers and Senior Financial Officers

We have not adopted a Code of Ethics for Senior Executive Officers and

Senior Financial Officers.

Executive Compensation.

of Cash and Certain Other Compensation

present, Cleartronic has two executive officers, Michael M.

Moore and Larry M.

Moore is the Chief Executive Officer

of the Company.

Summary of Cash and Certain Other Compensation

At present, Cleartronic has two executive officers, Michael M.

Moore is the Chief Executive Officer of the Company.

The Company executed an Employment Agreement with Mr.

Moore on November 28, 2016.

on November 28, 2016.

Under the Agreement, Mr.

that he shall carry out the strategic plans and policies as established by our business plan.

Moore will advise us from time to time

on organization, hiring, mergers, and execution of our business plan.

Moore agreed that he shall carry out the strategic plans and policies as established by

our business plan.

Moore will advise us from time to time on organization, hiring, mergers, and execution of our business plan.

Moore is paid a base salary of $16,667 per month.

Cleartronic shall have given Mr.

Moore written notice at least 30 days prior to the Termination Date, the Agreement shall automatically

renew and continue in effect for additional one-year periods (and all provisions of this anniversary from such original Termination Date

shall thereafter be designated as the Termination Date for all purposes under the Agreement, provided, however, that we may,

at our election at any time after the expiration of the initial term of the Agreement, give Mr.

Moore notice of Termination, in which

event he shall continue to receive, as severance pay, six months of his base salary, if any, or the amount due through the next Termination

Date, whichever is less.

Moore may terminate the Agreement without severance pay upon 10 days written notice to the Company.

Company executed an Employment Agreement with Mr.

Unless Cleartronic shall have given Mr.

Moore written notice at least 30

days prior to the Termination Date, the Agreement shall automatically renew and continue in effect for additional one-year periods (and

all provisions of this anniversary from such original Termination Date shall thereafter be designated as the “Termination Date”

for all purposes under the Agreement, provided, however, that we may, at our election at any time after the expiration of the initial

term of the Agreement, give Mr.

Moore notice of Termination, in which event he shall continue to receive, as severance pay, six months

of his base salary, if any, or the amount due through the next “Termination Date”, whichever is less.

Moore may terminate

the Agreement without severance pay upon 10 days written notice to the Company.

The Company executed an Employment Agreement with Mr.

Reid on March 13,

The Employment Agreement replaces the previously executed Employment

Agreement with Mr.

Pursuant to the Employment Agreement (the Agreement), Cleartronic and Mr.

Reid agreed that for a

one year period beginning on March 13, 2015, we employed Mr.

Reid to perform services for us both on and offsite.

The last day of the

one year period shall be the Termination Date for purposes of the Agreement.

Termination of the agreement can be made by

either party without penalty upon 10 days written notice.

Pursuant to the Agreement, Cleartronic and Mr.

Reid agreed that for a one year

period beginning on November 28, 2016, Mr.

Reid to perform services for us both on and offsite.

The last day of the one year period shall

be the Termination Date for purposes of the Agreement.

Cleartronic shall have given Mr.

Reid written notice at least 30 days prior to the Termination Date, the Agreement shall automatically

renew and continue in effect for additional one-year periods (and all provisions of this anniversary from such original Termination Date

shall thereafter be designated as the Termination Date for all purposes under the Agreement, provided, however, that we may,

at our election at any time after the expiration of the initial term of the Agreement, give Mr.

Reid notice of Termination, in which

event he shall continue to receive, as severance pay, six months of his base salary, if any, or the amount due through the next Termination

Date, whichever is less.

Reid may terminate the Agreement without severance pay upon 10 days written notice to the Company.

The Employment Agreement replaces the previously executed Employment Agreement with Mr.

Pursuant to the Employment Agreement

(the “Agreement”), Cleartronic and Mr.

Reid agreed that for a one year period beginning on March 13, 2015, we employed Mr.

to perform services for us both on and offsite.

The last day of the one year period shall be the “Termination Date” for purposes

of the Agreement.

Termination of the agreement can be made by either party without penalty upon 10 days written notice.

Pursuant to the

Agreement, Cleartronic and Mr.

Reid agreed that for a one year period beginning on November 28, 2016, Mr.

Reid to perform services for

us both on and offsite.

The last day of the one year period shall be the “Termination Date” for purposes of the Agreement.

Unless Cleartronic shall have given Mr.

Reid written notice at least 30

days prior to the Termination Date, the Agreement shall automatically renew and continue in effect for additional one-year periods (and

all provisions of this anniversary from such original Termination Date shall thereafter be designated as the “Termination Date”

for all purposes under the Agreement, provided, however, that we may, at our election at any time after the expiration of the initial

term of the Agreement, give Mr.

Reid notice of Termination, in which event he shall continue to receive, as severance pay, six months

of his base salary, if any, or the amount due through the next “Termination Date”, whichever is less.

Reid may terminate

the Agreement without severance pay upon 10 days written notice to the Company.

Under the Agreement, Mr.

Reid agreed that he shall carry out the strategic plans and policies as established by our business plan.

Reid will advise us from time to time on organization, hiring, mergers, and execution of our business plan.

Compensation Table

following table sets forth, for our named executive officers for the two completed fiscal years ended September 30, 2023, and 2022:

Reid agreed that he shall carry

out the strategic plans and policies as established by our business plan.

Reid will advise us from time to time on organization, hiring,

mergers, and execution of our business plan.

Summary Compensation Table

The following table sets forth, for our named executive officers for the

two completed fiscal years ended September 30, 2024, and 2023:

Principal Position

Incentive Plan Compensation ($)

Other Compensation ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($)

Michael Moore (2)

1 unchanged sentence

Moore is our CEO and a director.

Equity Awards at Fiscal Year-End

Executive Officers have not received any equity awards for the years ended September 30, 2023 and 2022.

Directors have not received compensation for the years September 30, 2023 and 2022.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table presents information regarding the beneficial ownership of all shares of our common stock and preferred stock as of the

date of this report by:

person who owns beneficially outstanding shares of our preferred stock;

named executive officer;

directors and officers as a group.

(3) The amount reported under “All Other Compensation” for

the fiscal year ended September 30, 2024, includes $1,974 of 401(k) contributions paid on behalf of Mr.

Moore for the fiscal year ended

Outstanding Equity Awards at Fiscal Year-End

Our Executive Officers have not received any equity awards for the years

ended September 30, 2024 and 2022.

Director Compensation

Our Directors have not received compensation for the years September 30,

2024 and 2023.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The following table presents information regarding the beneficial ownership

of all shares of our common stock and preferred stock as of the date of this report by:

● Each person who owns beneficially outstanding shares of our preferred stock;

● Each director;

● Each named executive officer;

● All directors and officers as a group.

Shares of Common Stock Beneficially Owned (2)

3 unchanged sentences

All directors and officers as a group (one person)

Unless otherwise indicated, the address for each of these stockholders is c/o Cleartronic, Inc., at 8000 North Federal Highway, Suite

100, Boca Raton, Florida 33487.

Also, unless otherwise indicated, each person named in the table above has the sole voting and investment

power with respect to our shares of common stock or preferred stock which he beneficially owns.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.

As of the date of this

report, we have 5,000,000,000 authorized shares of common stock, par value $0.00001 per share, of which 228,578,995 shares were issued

and outstanding.

As of the date of this report, we have 71,250,010 authorized and designated shares of preferred stock, par value

(1) Unless otherwise indicated, the address for each of these stockholders

is c/o Cleartronic, Inc., at 28050 US Hwy 19N, Clearwater, Florida 33761.

Also, unless otherwise indicated, each person named in the table

above has the sole voting and investment power with respect to our shares of common stock or preferred stock which he beneficially owns.

(2) Beneficial ownership is determined in accordance with the rules of

the Securities and Exchange Commission.

As of the date of this report, we have 5,000,000,000 authorized shares of common stock, par value

$0.00001 per share, of which 228,578,995 shares were issued and outstanding.

Reid owns 511,525 shares of Series C Preferred stock.

As of the date of this report, we have 71,250,010 authorized

and designated shares of preferred stock, par value $0.00001 per share, of which 7,525,403 shares were issued and outstanding.

owns 511,525 shares of Series C Preferred stock.

See below for a description of our preferred stock and voting rights.

Martin owns 512,996 shares of our Series A Preferred

stock and 1,070,000 shares of our Series C Preferred stock.

Reid is our president, chief financial officer, principal accounting officer, secretary, and director.

512,996 shares of our Series A Preferred stock and 1,070,000 shares of our Series C Preferred stock.

Reid is our president, chief financial officer, principal accounting

officer, secretary, and director.

Moore is our Chief Executive Officer and a director.

Moore owns 5,702,988 shares of our common stock and 3,000,000 shares of

our Series E Preferred stock.

than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities:

operation of which may at a subsequent date result in a change in control of Cleartronic;

respect to the election of directors or other matters.

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:

owns 5,702,988 shares of our common stock and 3,000,000 shares of our Series E Preferred stock.

Other than as stated herein, there are no arrangements or understandings,

known to us, including any pledge by any person of our securities:

● The operation of which may at a subsequent date result in a change in control of Cleartronic;

● With respect to the election of directors or other matters.

Preferred Stock

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:

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

3 unchanged sentences

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

to our Articles of Incorporation establishing our preferred stock:

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.

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.

holder of shares of the Series B Preferred Stock is entitled 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.

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.

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 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.

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

No dividends have been declared.

1 unchanged sentence

of our common stock.

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.

● 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.

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

No dividends have been declared.

1 unchanged sentence

of our common stock.

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

● 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.

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.

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

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.

Certain Relationships and Related Transactions and Director Independence.

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

of our common stock.

Certain Relationships and Related Transactions and Director

Independence.

Principal Accounting Fees and Services.

in Audit Firms

October 6, 2022, Liggett & Webb P.A.

(L&W) resigned as the independent auditors of Cleartronic, Inc., a company incorporated

under the laws of the State of Florida (the Company).

The Companys Board of Directors accepted L&Ws resignation

on October 6, 2022.

reports of L&W on the financial statements of the Company as of and for the fiscal year ended September 30, 2021 did not contain

any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

the Companys most recent fiscal years and the subsequent interim period through October 6, 2022, there were no disagreements with

L&W on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s),

if not resolved to the satisfaction of L&W, would have caused it to make reference to the subject matter of the disagreement(s) in

connection with its report.

During the Companys most recent fiscal years and the subsequent period through October 6, 2022, there

were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

Company provided L&W with a copy of the foregoing disclosure and requested L&W to furnish the Company with a letter addressed

to the Securities and Exchange Commission stating whether it agrees with the statements made therein.

A copy of such letter furnished

by L&W is filed as Exhibit 16.1 to the form 8-K filed by the Company.

December 7, 2022, the Board of Directors of the Company approved the engagement of Assurance Dimensions (Assurance) as the

Companys independent registered public accounting firm for the audit of the Companys annual report on Form 10-K for the year

ended September 30, 2022.

aggregate fees billed by Liggett & Webb, P.A.

for professional services rendered for the audit and reviews of our financial statements

for the fiscal years ended September 30, 2022, was $48,000.

aggregate fees billed by Assurance Dimensions for professional services rendered for the audit and review of our financial statements

for the fiscal year ended September 30, 2022, was $30,000.

aggregate fees billed by Assurance Dimensions for professional services rendered for the audit and review of our financial statements

for the fiscal year ended September 30, 2023, was $50,000.

aggregate audit-related fees billed by Liggett & Webb, P.A.

for professional services rendered for the audit of our annual financial

statements for the fiscal year ended September 30, 2022 was $4,000.

aggregate tax fees billed by Liggett & Webb, P.A.

professional services rendered for tax services for the fiscal year ended September

30, 2023 and 2022 was $1,500 and $1,500, respectively.

were no other fees billed by Assurance Dimensions (Assurance) for professional services rendered during the fiscal year ended

September 30, 2023, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

were no other fees billed by Ligget & Webb, P.A.

for professional services rendered during the fiscal years ended September 30, 2023

and 2022, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

the small size of our Board, our Board acts as our Audit Committee.

Change in Audit Firms

On February 16 , 2024, Assurance resigned as the independent auditors of

Cleartronic, Inc., a company incorporated under the laws of the State of Florida (the “Company”).

The Company’s Board

of Directors accepted Assurance’s resignation on February 16, 2024.

The reports of Assurance on the financial statements of the Company as

of and for the fiscal year ended September 30, 2024 did not contain any adverse opinion or disclaimer of opinion and were not qualified

or modified as to uncertainty, audit scope or accounting principles.

During the Company’s most recent fiscal years and the subsequent interim

period through February 16, 2024, there were no disagreements with Assurance on any matter of accounting principles or practices, financial

statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Assiramce.

caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

During the Company’s most

recent fiscal years and the subsequent period through February 16, 2024, there were no reportable events of the type described in Item

304(a)(1)(v) of Regulation S-K.

The Company provided Assurance with a copy of the foregoing disclosure

and requested Assurance to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees

with the statements made therein.

A copy of such letter furnished by Assurance is filed as Exhibit 16.1 to the form 8-K filed by the Company.

On February 19, 2024 the Board of Directors of the Company approved the

engagement of M&KCPAS, LLC (“M&K”) as the Company’s independent registered public accounting firm for the audit

of the Company’s annual report on Form 10-K for the year ended September 30, 2024.

The aggregate fees billed by Assurance Dimensions for professional services

rendered for the audit and review of our financial statements for the fiscal year ended September 30, 2023, was $50,000.

The aggregate fees billed by Assurance Dimensions for professional services

rendered for the audit and review of our financial statements for the fiscal year ended September 30, 2024, was $38,000.

The aggregate fees billed by M&K CPAs, for professional services rendered

for the audit and review of our financial statements for the fiscal year ended September 30, 2024, was $45,300.

Audit Related Fees

The aggregate tax fees billed by Webb CPA, P.A.

professional services rendered

for tax services for the fiscal year ended September 30, 2024 and 2023 was $1,500 and $1,500, respectively.

All Other Fees

There were no other fees billed by M&K CPAS, LLC (“M&K”)

for professional services rendered during the fiscal year ended September 30, 2024, other than as stated under the captions Audit Fees,

Audit-Related Fees, and Tax Fees.

There were no other fees billed by Assurance Dimensions (“Assurance”)

for professional services rendered during the fiscal year ended September 30, 2024, other than as stated under the captions Audit Fees,

Audit-Related Fees, and Tax Fees.

There were no other fees billed by Assurance for professional services

rendered during the fiscal years ended September 30, 2024 and 2023, other than as stated under the captions Audit Fees, Audit-Related

Fees, and Tax Fees.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

of Independent Auditors

Given the small size of our Board, our Board acts as our Audit Committee.

Our Board pre-approves all audit and permissible non-audit services.

These services may include audit services, audit-related services, tax services, and other services.

Our Board approves these services

on a case-by-case basis.

These services may include audit services, audit-related services,

tax services, and other services.

Our Board approves these services on a case-by-case basis.

Exhibits, Financial Statement Schedules.

All financial statements are included in Item 8 of this report.

All financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are included

in Item 8 of this report.

The following exhibits are attached to this report:

Identification

of Incorporation, filed as exhibit 3.01 to the registrants registration statement on Form SB-2 on July 3, 2006, Commission

File Number 333-135585.

of Amendment to Articles of Incorporation filed March 12, 2001, filed as exhibit 3.02 to the registrants registration statement

on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

of Amendment to Articles of Incorporation filed October 4, 2004, filed as exhibit 3.03 to the registrants registration statement

on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

of Amendment to Articles of Incorporation filed March 31, 2005, filed as exhibit 3.04 to the registrants registration statement

on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

of Amendment to Articles of Incorporation filed May 9, 2008, filed as exhibit 3.02 to the registrants registration statement

on Form S-1 on May 28, 2008, Commission File Number 333-135585.

of Amendment to Articles of Incorporation filed June 28, 2010, filed as exhibit 3.7 to the registrants Form 10-Q on February

14, 2011, Commission File Number 333-135585.

of Amendment to Articles of Incorporation filed May 6, 2011, filed as exhibit 3.1 to the registrants Form 8-K on May 6, 2011,

Commission File Number 333-135585.

of Amendment to Articles of Incorporation filed April 19, 2012, filed as exhibit 3.09 to the registrants Form 10-Q on May 14,

2012, Commission File Number 333-135585.

of Amendment to Articles of Incorporation filed September 7, 2012, filed as exhibit 3.1 to the registrants Form 8-K on September

7, 2012, Commission File Number 333-135585.

of Amendment to Articles of Incorporation filed September 19, 2012, filed as exhibit 3.1 to the registrants Form 8-K on September

19, 2012, Commission File Number 333-135585.

of Amendment to Articles of Incorporation filed October 5, 2012, filed as exhibit 3.1 to the registrants Form 8-K on October

5, 2012, Commission File Number 333-135585.

of Amendment to Articles of Incorporation filed December 28, 2013, filed as exhibit 3.12 to the registrants Form 8-K on January

14, 2014, Commission File Number 333-135585.

filed as exhibit 3.05 to the registrants registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

and Restated Bylaws, filed as exhibit 3.1 to the registrants Form 8-K on July 26, 2010, Commission File Number 333-135585.

Agreement dated October 5, 2012, between Larry M.

Reid and the registrant, filed as exhibit 10.1 to the registrants Form 8-K

on October 12, 2012, Commission File Number 333-135585.

Agreement dated November 30, 2014, between BGNP Associates, LLC and Cleartronic, Inc, filed as Exhibit 10.10 to the registrants

Form 10-K on January 13, 2015, Commission File Number 000-55329

Agreement dated March 13, 2015, between Larry M.

Reid and the registrant, filed as Exhibit 10.1 to the registrants Form

8-K on March 18, 2015, Commission File Number 000-55329

Agreement between registrant and private accredited investor dated March 31, 2015 for purchase of 278,743 shares of Series D Convertible

Preferred stock, filed as exhibit 10.1 to the registrants Form 8-K on April 10, 2015, Commission File Number 000-55329

Agreement between registrant and private accredited investor dated March 31, 2015 for purchase of 270,024 shares of Series D Convertible

Preferred stock, filed as exhibit 10.2 to the registrants Form 8-K on April 10, 2015, Commission File Number 000-55329

Agreement between registrant and private accredited investor dated March 31, 2015 for purchase of 278,743 shares of Series D Convertible

Preferred stock, filed as exhibit 10.3 to the registrants Form 8-K on April 10, 2015, Commission File Number 000-55329

Note date November 24, 2015 in the original amount of $50,000 issued to Mr.

Marc Moore filed as exhibit 10.18 to the registrants

Form 10-K on January 13, 2016, Commission File 000-55329.

Purchase Agreement dated November 29, 2016 between the registrant and Collabria LLC.

Filed as an exhibit to the registrants

Form 8-K on December 5, 2016.

Agreement dated November 28, 2016 between the registrant and Mr.

Note dated September 27, 2017 in the amount of $35,000 issued to Richard Martin.

Note dated October 12, 2017 in the amount of $15,000 issued to Richard Martin

Note dated September 30, 2019 in the amount of $75,279 issued to Richard Martin

Agreement dated December 1, 2018 , between BGNP Associates, LLC and VoiceInterop, Inc.

Note dated December 2, 2019 in the amount of $50,000 issued to Mr.

Certification

of Michael M.

(a) All financial statements are included in Item 8 of this report.

(b) All financial statement schedules required to be filed by Item 8 of

this report and the exhibits contained in this report are included in Item 8 of this report.

Identification of Exhibit

Articles of Incorporation, filed as exhibit 3.01 to the registrant’s registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed March 12, 2001, filed as exhibit 3.02 to the registrant’s registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed October 4, 2004, filed as exhibit 3.03 to the registrant’s registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed March 31, 2005, filed as exhibit 3.04 to the registrant’s registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed May 9, 2008, filed as exhibit 3.02 to the registrant’s registration statement on Form S-1 on May 28, 2008, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed June 28, 2010, filed as exhibit 3.7 to the registrant’s Form 10-Q on February 14, 2011, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed May 6, 2011, filed as exhibit 3.1 to the registrant’s Form 8-K on May 6, 2011, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed April 19, 2012, filed as exhibit 3.09 to the registrant’s Form 10-Q on May 14, 2012, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed September 7, 2012, filed as exhibit 3.1 to the registrant’s Form 8-K on September 7, 2012, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed September 19, 2012, filed as exhibit 3.1 to the registrant’s Form 8-K on September 19, 2012, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed October 5, 2012, filed as exhibit 3.1 to the registrant’s Form 8-K on October 5, 2012, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed December 28, 2013, filed as exhibit 3.12 to the registrant’s Form 8-K on January 14, 2014, Commission File Number 333-135585.

Bylaws, filed as exhibit 3.05 to the registrant’s registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

Amended and Restated Bylaws, filed as exhibit 3.1 to the registrant’s Form 8-K on July 26, 2010, Commission File Number 333-135585.

Employment Agreement dated October 5, 2012, between Larry M.

Reid and the registrant, filed as exhibit 10.1 to the registrant’s Form 8-K on October 12, 2012, Commission File Number 333-135585.

Lease Agreement dated November 30, 2014, between BGNP Associates, LLC and Cleartronic, Inc, filed as Exhibit 10.10 to the registrant’s Form 10-K on January 13, 2015, Commission File Number 000-55329

Employment Agreement dated March 13, 2015, between Larry M.

Reid and the registrant, filed as Exhibit 10.1 to the registrant’s Form 8-K on March 18, 2015, Commission File Number 000-55329

Subscription Agreement between registrant and private accredited investor dated March 31, 2015 for purchase of 278,743 shares of Series D Convertible Preferred stock, filed as exhibit 10.1 to the registrant’s Form 8-K on April 10, 2015, Commission File Number 000-55329

Subscription Agreement between registrant and private accredited investor dated March 31, 2015 for purchase of 270,024 shares of Series D Convertible Preferred stock, filed as exhibit 10.2 to the registrant’s Form 8-K on April 10, 2015, Commission File Number 000-55329

Subscription Agreement between registrant and private accredited investor dated March 31, 2015 for purchase of 278,743 shares of Series D Convertible Preferred stock, filed as exhibit 10.3 to the registrant’s Form 8-K on April 10, 2015, Commission File Number 000-55329

Promissory Note date November 24, 2015 in the original amount of $50,000 issued to Mr.

Marc Moore filed as exhibit 10.18 to the registrant’s Form 10-K on January 13, 2016, Commission File 000-55329.

Asset Purchase Agreement dated November 29, 2016 between the registrant and Collabria LLC.

Filed as an exhibit to the registrant’s Form 8-K on December 5, 2016.

Employment Agreement dated November 28, 2016 between the registrant and Mr.

Promissory Note dated September 27, 2017 in the amount of $35,000 issued to Richard Martin.

Promissory Note dated October 12, 2017 in the amount of $15,000 issued to Richard Martin

Installment Note dated September 30, 2019 in the amount of $75,279 issued to Richard Martin

Lease Agreement dated December 1, 2018 , between BGNP Associates, LLC and VoiceInterop, Inc.

Promissory Note dated December 2, 2019 in the amount of $50,000 issued to Mr.

Certification of Michael M.

Moore, Chief Executive Officer of Cleartronic, Inc., pursuant to 18 U.S.C.

§1350, as adopted pursuant to §302

of the Sarbanes-Oxley Act of 2002.

Certification

§1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

Certification of Larry M.

Reid, Chief Financial Officer and Principal Accounting Officer of Cleartronic, Inc., pursuant to 18 U.S.C.

§1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

Certification

of Michael M.

Certification of Michael M.

Moore, Chief Executive Officer of Cleartronic, Inc., pursuant to 18 U.S.C.

§1350, as adopted pursuant to §906

of the Sarbanes-Oxley Act of 2002.

Certification

§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

Certification of Larry M.

Reid, Chief Financial Officer and Principal Accounting Officer of Cleartronic, Inc., pursuant to 18 U.S.C.

§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

Instance Document (XBRL tags are embedded within the Inline iXBRL document)

accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to

be signed on its behalf by the undersigned, thereunto duly authorized.

December 21, 2023

XBRL Instance Document (XBRL tags are embedded within the Inline iXBRL document)

*Filed herewith.

**Previously filed.

In accordance with Section 13 or 15(d) of the Securities Exchange Act of

1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CLEARTRONIC, INC.

March 21, 2025

By /s/ Michael M.

Moore, Chief Executive Officer

By /s/ Larry M.

Reid, Chief Financial Officer and

Accounting Officer

to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

December 21, 2023

/s/ Michael M.

Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as

amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 21, 2025

By /s/ Michael M.

Moore, Chief Executive Officer

By /s/ Larry M.

Reid, Chief Financial Officer and

Accounting Officer

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 5036 )

the Board of Directors and Stockholders of Cleartronic, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Cleartronic, Inc.

(the Company) as of September 30, 2023 and 2022, and the

related consolidated statements of operations, changes in stockholders’ deficit, and cash flow for each of the years in the two-year

period ended September 30, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and

2022, and the results of its operations and its cash flows each of the years in the two-year period ended September 30, 2023, in conformity

with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Principal Accounting Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM (PCAOB ID 2738 )

To the Board of Directors and Stockholders of Cleartronic, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Cleartronic,

(the Company) as of September 30, 2024, and the related consolidated statements of operations, stockholders’ equity (deficit),

and cash flows for the year ended September 30, 2024 and the related notes (collectively referred to as the financial statements).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September

30, 2024, and the results of its operations and its cash flows for the year ended September 30, 2024, in conformity with accounting principles

generally accepted in the United States of America.

The consolidated financial statements of Cleartronic, Inc.

as of September 30, 2023

were audited by other auditors whose report dated December 21, 2023 expressed an unqualified opinion on those statements.

Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are

free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an

audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

of accounts receivable

of the Matter

described in Note 2 to the consolidated financial statements, the Company provides an allowance for credit losses based upon a periodic

review and analysis of outstanding accounts receivable balances.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall

presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial

statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical

audit matter or on the accounts or disclosures to which it relates.

Intangibles and Other Assets

As discussed in Note 2 to the consolidated financial statements, the

Company capitalizes intangible assets related to software improvements for the FedRamp system qualification and for an asset acquisition

of a customer list.

Auditing management’s evaluation of the value and impairment

consideration of these intangible assets can be a significant judgement given the fact that the Company uses managements estimates on

future revenues, which are difficult to substantiate.

To evaluate the appropriateness of management’s forecasts, we

evaluated the key factors and assumptions used by management as well as the historical trends in revenue and customer trends in determining

that they are reasonable in relation to the financial statements taken as a whole.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2024.

The Woodlands, TX

March 21, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM (PCAOB ID 5036)

To the Board of Directors and Stockholders of Cleartronic, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Cleartronic,

(the Company) as of September 30, 2023, and the related consolidated statements of operations, changes in stockholders’ deficit,

and cash flow for the year ended September 30, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September

30, 2023, and the results of its operations and its cash flows year ended September 30, 2023, in conformity with accounting principles

generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control

over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements,

taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit

matters or on the accounts or disclosures to which they relate.

Valuation of accounts receivable

Description of the Matter

As described in Note 2 to the consolidated financial statements, the

Company provides an allowance for credit losses based upon a periodic review and analysis of outstanding accounts receivable balances.

Uncollectible receivables are charged to the allowance when deemed uncollectible.

Recoveries of accounts previously written off are used to credit the allowance account in the periods in which the recoveries are made.

We addressed the Matter in our Audit

primary procedures performed included evaluating the methodologies used in the determination of allowance for credit losses and reviewing

historical data, collections and other inputs used by the Company as well as subsequent collections.

Based on our procedures we deemed

the Company’s treatment of accounts receivable and the corresponding allowance for credit losses to be appropriate as of September

Assurance Dimensions

have served as the Company’s auditor since 2022.

Recoveries of accounts previously written off are used

to credit the allowance account in the periods in which the recoveries are made.

How We addressed the Matter in our Audit

The primary procedures performed included evaluating the methodologies

used in the determination of allowance for credit losses and reviewing historical data, collections and other inputs used by the Company

as well as subsequent collections.

Based on our procedures we deemed the Company’s treatment of accounts receivable and the corresponding

allowance for credit losses to be appropriate as of September 30, 2023.

We have served as the Company’s auditor

Margate, Florida

December 21, 2023

CLEARTRONIC, INC.

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CONSOLIDATED BALANCE SHEETS

and cash equivalents

receivable, net of an allowance for credit losses of $ 63,665

as of September 30, 2023 and $ 18,000

as of September 30, 2022

expenses and other current assets

receivable - related party

September 30, 2024

September 30, 2023

Current assets:

and Equipment, net

lease - right-of-use asset

from related party

AND STOCKHOLDERS EQUITY/(DEFICIT)

payable and accrued expenses

revenue, current portion

lease liability

Cash and cash equivalents

Accounts receivable, net of an allowance for credit losses of $ 60,665 as of September 30, 2024 and $ 63,665 as of September 30, 2023

Prepaid expenses and other current assets

Interest receivable - related party

Total current assets

Property and Equipment, net

Intangible Assets, net

Intangible Asset - customer list, net

Operating lease - right-of-use asset

Other assets:

Due from related party

Total other assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT (EQUITY)

Current liabilities:

term liabilities:

revenue, net of current portion

lease liability - long term

Accounts payable and accrued expenses

Deferred revenue, current portion

Operating lease liability

Total current liabilities

Long term liabilities:

and Contingencies (See Note 6)

Stockholders

equity/(deficit):

A preferred stock - $ .00001

shares authorized, 512,996

issued and outstanding, respectively.

B preferred stock - $ .00001

shares authorized, 0

shares issued and outstanding, respectively.c

C preferred stock - $ .00001

shares authorized, 3,133,503

and 3,341,503

shares issued and outstanding, respectively.

D preferred stock - $ .00001

shares authorized, 670,904

shares issued and outstanding, respectively.

E preferred stock - $ .00001

par value, 10,000,000

shares authorized, 3,000,000

shares issued and outstanding, respectively.

stock - $ .00001

5,000,000,000

shares authorized, 229,160,695

and 228,120,695, shares issued and outstanding,

respectively.

paid-in capital

Deferred revenue, net of current portion

Operating lease liability - long term

Total long term liabilities

Total liabilities

Commitments and Contingencies (See Note 6)

Stockholders’ equity:

Series A preferred stock - $ .00001 par value;

1,250,000 shares authorized, 512,996 issued and outstanding, respectively.

Series B preferred stock - $ .00001 par value;

10 shares authorized, 0 shares issued and outstanding, respectively.

Series C preferred stock - $ .00001 par value;

50,000,000 shares authorized, 3,133,503 and 3,133,503 shares issued and outstanding, respectively.

Series D preferred stock - $ .00001 par value;

10,000,000 shares authorized, 670,904 shares issued and outstanding, respectively.

Series E preferred stock - $ .00001 par value, 10,000,000 shares authorized, 3,000,000 shares issued and outstanding, respectively.

Common stock - $ .00001 par value;

5,000,000,000 shares authorized, 229,160,695 and 229,160,695 , shares issued and outstanding, respectively.

Additional paid-in capital

Accumulated Deficit

( 15,444,900 )

( 15,237,292 )

stockholders equity (deficit)

liabilities and stockholders equity/(deficit)

accompanying notes are an integral part of these consolidated financial statements

Total stockholders'

deficit (equity)

Total liabilities

and stockholders' deficit (equity)

The accompanying notes are an integral part of these

consolidated financial statements

CLEARTRONIC, INC.

10 unchanged sentences

Total Operating Expenses

Gain on the settlement and reversal of accounts payable

Gain on the settlement of accounts payable

Note and interest receivable - related party write off

Interest income/expense, net

Total Other Income/(Expenses)

Income before income taxes

(Loss) income before income taxes

Provision for income taxes from continuing operations

Net (Loss) income

Preferred stock dividends Series A Preferred

Net income( loss) attributable to

common stockholders

Net income (loss) per common share - basic

Net income (loss) per common share - diluted

Net (loss) income attributable to common stockholders

$ ( 313,273 )

Net (loss) income per common share - basic

Net (loss) income per common share - diluted

Weighted Average of number of shares outstanding - basic

Weighted Average of number of shares outstanding - diluted

accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of these

consolidated financial statements

CLEARTRONIC, INC.

2 unchanged sentences

September 30, 2024

the Year Ended

September 30, 2023

NET (LOSS) INCOME

$ ( 272,125 )

Cash Flows From Operating Activities

Adjustments to reconcile net income to net

cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization expense

Amortization of operating lease - right-of-use asset

Gain on the settlement and reversal of accounts payable

Gain on the settlement of accounts payable

Provision for credit losses

(Increase) decrease in assets:

Impairment of intangible asset

(Increase) decrease in liabilities:

Note and interest receivable - related party write off

Accounts receivable

Prepaid expenses and other current assets

Due from related party

(Increase) decrease in liabilities:

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Deferred revenue

Right-of-use assets and lease liabilities, net

Net Cash Provided by

Operating Activities

Operating lease liability

Net Cash Provided by Operating Activities

Cash Flows From Investing Activities

1 unchanged sentence

Purchase of intangible assets

Purchase of intangible asset - customer list

Net Cash Used in Investing Activities

Cash Flows From Financing

Net (decrease) increase in cash

Cash at beginning of

Cash Flows From Financing Activities

Net increase in cash

Cash at beginning of year

Cash at end of year

2 unchanged sentences

Cash paid for taxes

Supplemental disclosure of non-cash investing

and financing activities:

Cancellation of 458,300

shares of common stock

Series C Convertible Preferred shares

exchanged for common stock

Operating lease right of use asset recorded on adoption of ASC 842

accompanying notes are an integral part of these consolidated financial statements

Supplemental disclosure of non-cash investing and financing activities:

Series C Convertible Preferred shares exchanged for common stock

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

Prior Period Adjustment

The accompanying notes are an integral part of these

consolidated financial statements

CLEARTRONIC, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY/(DEFICIT)

FOR THE YEARS ENDED SEPTEMBER 30, 2023

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

A Preferred Stock

3 unchanged sentences

E Preferred Stock

paid-in capital

Additional Paid-in

Stockholders’

(Deficit)/Equity

at September 30, 2021

Balance at September

$ ( 15,293,848 )

Series C Convertible Preferred

shares exchanged for common stock

for the year ended September 30, 2023

Balance at September 30, 2023

( 15,237,292 )

Share cancellation

income for the year ended September 30, 2022

adjustment (See Note 2)

Net loss for the year ended September 30, 2024

at September 30, 2024

$ ( 15,444,900 )

Series C Convertible

Preferred shares exchanged for common stock

income for the year ended September 30, 2023

at September 30, 2023

$ ( 202,431 )

accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of these

consolidated financial statements

CLEARTRONIC, INC.

AND SUBSIDIARY

to Consolidated Financial Statements

30, 2023 and 2022

1 - ORGANIZATION

(the Company) was incorporated in Florida on November 15, 1999.

All current operations are conducted through the Companys

wholly owned subsidiary, ReadyOp Communications, Inc.

Notes to Consolidated Financial Statements

September 30, 2024 and 2023

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,

(“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.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

OF CONSOLIDATION

accompanying consolidated financial statements contain the consolidated accounts of Cleartronic, Inc.

and its subsidiary, ReadyOp Communications,

All material intercompany transactions and balances have been eliminated.

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.

these estimates are based on managements knowledge of current events and actions it may undertake in the future, they may ultimately

differ from actual results.

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.

AND CASH EQUIVALENTS

financial statement purposes, the Company considers all highly liquid investments purchased with original maturities of three months

or less to be cash equivalents.

Company has investments Treasury Bills.

The Treasury Bills have remaining terms ranging from four-week month to thirteen weeks on September

Treasury Bills with

an original maturity date of three months or less are included within cash and cash equivalents on the balance sheet at September

RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

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

Company provided $ 63,665

allowances for doubtful accounts as of September

ReadyOp facilitates the marketing and sales of

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

The Company’s fiscal year end is September 30.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

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.

IMMATERIAL PRIOR PERIOD ADJUSTMENT

During the year ended September 30, 2024, the Company became aware

that the consolidated financial statements for the year ended September 30, 2023, contained an immaterial understatement of $ 64,517 of

both revenue and retained earnings.

The Company evaluated this prior period adjustment in accordance with

SEC Staff Accounting Bulletin (“SAB”) 99, Materiality (ASC 250-10-S99) and based on its quantitative and qualitative analysis

determined that this prior period adjustment was not material to the annual consolidated financial statements for the year ended September

Therefore, an amendment to the previously filed Form 10-K as of September 30, 2023, was not required.

Consequently, the Company elected to correct this prior period adjustment

in the current year ended September 30, 2024.

The cumulative impact of this adjustment had a net effect on retained earnings of $0.

Company recorded an adjustment of $ 64,517 to increase retained earnings with a corresponding reduction to revenues of $ 64,517 , which has

been reflected in the consolidated financial statements as of and for the year ended September 30.

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, intangible assets and allowance for credit losses.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified for consistency with

the current year presentation.

These reclassifications had no material effect on the consolidated results of operations, stockholders’

equity, or cash flows.

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

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.

The Company has investments in Treasury Bills.

The Treasury Bills have

remaining terms ranging from four-weeks to thirteen weeks on September 30, 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 September 30, 2024.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

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 $ 60,665 and $ 63,665 allowances for doubtful accounts

as of September 30, 2024, and 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

All existing inventory is considered current and usable.

The Company recorded no reserve for obsolete inventory as of September

30, 2024 and September 30, 2023, respectively.

EXPENSES AND OTHER CURRENT ASSETS

expenses and other current assets consist primarily of deferred subscriber costs and prepaid expenses.

Deferred subscriber costs totalling

at September 30, 2023 and September 30, 2022,

respectively.

Prepaid expenses totalling $ 30,272

at September 30, 2023 and September 30, 2022,

At September 30, 2024 inventory was $ 41,532 of raw materials and finished

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

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist primarily of deferred

subscriber costs and prepaid expenses.

Deferred subscriber costs totaled $ 38,250 and $ 38,250 at September 30, 2024 and September 30, 2023,

respectively.

AND EQUIPMENT

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.

Companys intangible assets consist of fees paid to outside consulting services that are assisting us in obtaining FedRAMP certification.

At September 30, 2023, The Company had intangible assets with a cost of approximately $ 44,373 ,

with finite lives.

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

The useful life is reevaluated for each reporting period.

For the year ended September 30, 2023, no

amortization expense was recorded.

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 year ended

Prepaid expenses totaled $ 82,196 and $ 68,522 at September 30, 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.

IMPAIREMENT OF LONG-LIVED ASSETS

Management evaluates the recoverability of the Company’s identifiable

intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with

the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.”

If impairment is indicated based on a comparison of the assets’ carrying

values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the

assets exceeds the fair value of the assets.

There were no impairments recorded during the year ended September

30, 2024 and 2023, respectively.

INTANGIBLE ASSETS

We account for our goodwill and other indefinite-lived intangible assets

as required by FASB ASC Topic 350, Intangibles - Goodwill and Other (“ASC 350”).

We test goodwill for impairment

at the reporting unit level and have concluded that our reporting units are generally the same as our reportable segments.

the determination of our reporting units periodically or whenever events or substantive changes in circumstances occur.

ASC 350 requires

that goodwill and certain intangible assets be assessed for impairment using fair value measurement techniques on an annual basis and

when events occur that may suggest that the fair value of such assets cannot support the carrying value.

ASC 350 gives an entity

the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit

or intangible asset is less than its carrying amount.

If an entity determines it is not more likely than not that the fair value of a

reporting unit or intangible asset is less than its carrying amount, then performing the quantitative impairment test is unnecessary.

However, if an entity concludes otherwise, then the quantitative impairment test shall be used to identify the impairment and measure

the amount of an impairment loss to be recognized (if applicable).

For the years ended September 30, 2024 and 2023, no impairment

losses were recognized.

INTANGIBLE ASSETS – FedRamp

In 2024, the Company conducted an impairment assessment in accordance

with ASC 350-30-35 and determined that all previously capitalized amounts related to costs that are no longer deemed recoverable.

a result, the Company recognized an impairment loss of $ 44,373 .

At September 30, 2024 and September 30, 2023, intangible assets, net, is

Schedule of intangible assets

September 30, 2024

CONCENTRATION

OF CREDIT RISK

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 September

30, 2023 and September 30, 2022, the Company had $ 118,140

and $ 208,135 ,

respectively, in excess of FDIC insurance limits.

AND DEVELOPMENT COSTS

Company expenses research and development costs as incurred.

the years ended September 30, 2023 and 2022, the Company had $ 27,314

respectively, in research and development costs.

Salary expenses for the year ended September 30, 2022 were reclassified for consistency with the current year presentation.

RECOGNITION AND DEFERRED REVENUES

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;

September 30, 2023

Intangible Assets

Impairment Loss

Total Intangible Assets, net

ASSET PURCHASE - INTANGIBLE ASSET – CLIENT LIST

Accounting for asset acquisitions falls under the guidance of Topic 805,

Business Combinations, specifically Subtopic 805-50.

A cost accumulation model is used to determine an asset acquisition’s cost.

Assets acquired are based on their cost, generally allocated to them on a relative fair value basis.

Direct acquisition-related costs

are included in the cost of the acquired assets.

No goodwill is calculated in an asset acquisition.

On August 1, 2024, the Company acquired a group of similar assets from

Alastar, Inc.

(“Alastar”) for $ 50,000 .

This asset group consisted of cash, prepaids and other current assets,

as well as intellectual property including trademarks, software platforms, and a client list.

The client list was the only asset ascribed

value which was deemed to have continuing value to the Company.

The Company has classified this client list as an intangible asset, which

will be amortized over 5 years.

The table below summarizes the estimated fair value of the assets acquired

and the liabilities assumed at the effective acquisition date.

Schedule of estimated fair value of the assets acquired

Consideration

Fair Value of consideration transferred

Recognized amounts of identifiable assets acquired and liabilities assumed:

Prepaid expenses and other current assets

Total assets acquired

Deferred Revenue

Total liabilities assumed

Total identifiable net assets

Intangible Assets - Client List

At September 30, 2024 and September 30, 2023, intangible asset –

client list, net, is as follows:

Schedule of intangible assets

September 30, 2024

September 30, 2023

Intangible Assets – Customer Lists

Accumulated Amortization

Total Intangible Assets, net

Amortization expense for the years ended September 30, 2024 and 2023, was

$ 1,667 and $ 0 , respectively.

Estimated future amortization expense for the years ended September 30,

Schedule of estimated future amortization expense

CONCENTRATION OF CREDIT RISK

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

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

As of September 30, 2024 and September 30, 2023, the Company had $ 92,982 and $ 118,140 , respectively, in excess of FDIC insured limits.

RESEARCH AND DEVELOPMENT COSTS

In accordance with ASC 730, the Company expenses, research and development

costs as incurred.

These costs primarily consist of fees paid for outside consulting services related to obtaining FedRAMP certification.

For the years ended September 30, 2024, and 2023, the Company incurred

$ 189,022 and $ 27,314 , respectively, in research and development expenses.

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

to in exchange for those goods and services.

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

Establishment of a contract with the customer;

Identify the performance obligation of the contract;

1 unchanged sentence

Allocation of the transaction price to the performance obligations;

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

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.

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

Companys software.

time to time clients request special training meetings.

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

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.

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.

billings for services not yet rendered 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.

As of September

30, 2023 and September 30, 2022, respectively, the Company recorded $ 1,177,680

and $ 1,125,511 ,

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 gateway under their agreement with the School District.

Centegix has paid the

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

As of September 30, 2024, the Company delivered

500 units of its AudioMate AM360 Radio gatewayws and recognized hardware and sales revenue of $500,000.

As of September 30, 2024 and September 30, 2023, respectively, the Company

recorded $ 1,373,325 and $ 1,177,680 ,

respectively, in deferred revenue.

DISAGGREGATED

following table sets forth the approximate net sales by primary category:

DISAGGREGATED REVENUE

The following table sets forth the approximate net sales by primary category:

Schedule of disaggregated revenue

4 unchanged sentences

Hardware Sales and Consulting

following table provides a summary of the changes included in deferred revenue during the year ended September 30, 2023 and September

DEFERRED REVENUE

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

revenue during the years ended September 30, 2024 and September 30, 2023:

Schedule of deferred revenue

the year ended

September 30, 2024

the year ended

September 30, 2023

5 unchanged sentences

Ending balance

billings for services not yet rendered

recognized in the current year related to the deferred liability

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 or warrants.

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 holder.

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.

Equivalents of options and

warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph

260–10–55–23).

Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded

from diluted EPS.

(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.

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

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 holder.

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.

Equivalents of options and warrants include non-vested stock granted to employees, stock purchase

contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23).

Anti-dilutive contracts, such as purchased

put options and purchased call options, shall be excluded from diluted EPS.

Under the treasury stock method:

Exercise of options and warrants shall be assumed at the beginning of the period

(or at time of issuance, if later) and common shares shall be assumed to be issued.

The proceeds from exercise shall be assumed to

be used to purchase common stock at the average market price during the period.

(See paragraphs 260-10-45-29 and 260-10-55-4 through

The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased)

shall be included in the denominator of the diluted EPS computation.

of September 30, 2023 and 2022, we had no options and warrants outstanding.

of September 30, 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.

of September 30, 2023 and 2022, we had 3,133,503

and 3,341,503

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.

of September 30, 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.

of September 30, 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.

table below details the computation of basic and diluted earnings per share (EPS) for the years ended September 30, 2023

Exercise of options and

warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued.

The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period.

paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c.

The incremental shares (the difference between the number of shares assumed

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

As of September 30, 2024 and 2023, we had no options and warrants outstanding.

As of September 30, 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 September 30, 2024 and 2023, we had 3,133,503 shares of Series C

Convertible Preferred stock outstanding which are convertible into 15,667,515 and shares of common stock.

As of September 30, 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 September 30, 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 years ended September 30, 2024 and 2023:

Schedule of diluted earnings per share

the year ended

September 30, 2024

the year ended

Net income attributable to common stockholders for the period

September 30, 2023

Net (loss) income attributable to common stockholders for the period

$ ( 313,273 )

Weighted average number of shares outstanding

Basic earnings per share

following table sets for the computation of diluted earnings per share:

The following table sets for the computation of diluted earnings per share:

Schedule of computation of diluted earnings per share

the year ended

September 30, 2024

the year ended

September 30, 2023

Net income attributable to common stockholders for the period

Net (loss) income attributable to common stockholders for the period

$ ( 313,273 )

Preferred stock dividends

Adjusted net income

Adjusted net (loss) income

$ ( 313,273 )

Weighted average number of shares outstanding

2 unchanged sentences

Diluted earnings per share

VALUE OF FINANCIAL INSTRUMENTS

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 Companys consolidated financial statements.

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.

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.

Inputs that are generally observable.

These inputs may be used with internally developed methodologies that result in managements

best estimate of fair value.

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.

The carrying amounts approximate fair value.

It is managements opinion that

the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

of September 30, 2023 and 2022, 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 fiscal 2023 and 2022, respectively.

consists of components held for assembly and finished goods held for resale or to be utilized for installation in projects.

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

The Companys 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.

Company recorded no reserve for obsolete inventory as of September 30, 2023 and September 30, 2022, respectively.

September 30, 2023 inventory was $ 21,913

of raw materials.

September 30, 2022, inventory was $ 21,097

of raw materials.

costs are expensed as incurred.

The Company had advertising costs of $ 95,373

during the years ended September 30, 2023 and

2022, respectively.

ADOPTED ACCOUNTING PRONOUNCEMENTS

Debt Restructurings and Vintage Disclosures

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 Companys consolidated financial statements.

ISSUED ACCOUNTING PRONOUNCEMENTS

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 Companys Financial Statements.

the current year, the Company adjusted its classification of selling and administrative expenses in the Statement of Operations.

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.

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.

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.

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.

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.

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.

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.

between the calculated lease payment and actual payment are expensed as incurred.

Amortization of finance lease assets is recognized

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.

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 September 30, 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 years ended September 30, 2024 and September 30, 2023, respectively.

ADVERTISING COSTS

Advertising costs are expensed as incurred.

The Company had advertising

costs of $ 174,920 and $ 95,373 during year ended September 30, 2024 and 2023, respectively.

EMPLOYEE BENEFITS

The Company’s employees have access to a qualified 401(k)defined contribution

The Company’s matching contributions expenditure under the plan was

$ 14,965 and $ 0 during the year ended September 30, 2024 and 2023.

RECENT ADOPTED ACCOUNTING PRONOUNCEMENTS

There are no recently adopted accounting pronouncements that had a material

impact on the Company’s condensed consolidated financial statements.

RECENTLY 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.

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.

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

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.

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,

The monthly rent is $ 2,134

in year one and increases to $ 2,198

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.

The lease expires on December 31, 2024.

tables below present information regarding the Companys operating lease assets and liabilities at September 30, 2023:

The tables below present information regarding the Company’s operating

lease assets and liabilities at September 30, 2024 and September 30, 2023:

Schedule of operating lease assets and liabilities

5 unchanged sentences

Weighted-average discount rate

The componets of lease expense were as follows:

The components of lease expense were as follows:

Operating lease cost

Amorization on right-of-use operating lease asset

Amortization on right-of-use operating lease asset

Lease liability expense in connection with obligation repayment

3 unchanged sentences

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

September 30, 2023, the Company has no financing leases as defined in ASC 842, Leases.

minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at September

At September 30, 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 September 30, 2024:

Schedule of future minimum lease payments required under leases

4 unchanged sentences

Long-term operating lease liability

3 – PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

September 30, 2023 and September 30, 2022, property and equipment, net, is as follows:

3 – PROPERTY AND EQUIPMENT

At September 30, 2024 and September 30, 2023, property and equipment, net,

is as follows:

Schedule of property and equipment net

4 unchanged sentences

Total Property and Equipment, net

September 30, 2023 and September 30, 2022, intangible assets, net, is as follows:

Schedule of intangible assets

September 30, 2023

Intangible Assets

Total Intangible Assets, net

and amortization expense for the years ended September 30, 2023 and 2022, was $ 5,051

and $ 3,732 ,

respectively.

4 - EQUITY TRANSACTIONS

Stock Dividends

of September 30, 2023 and September 30, 2022, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $ 205,658

and $ 165,144 ,

respectively and $ 41,038

for the year ended September 30, 2023.

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

authorized shares of preferred stock, par value

per share, of which 7,373,403

shares were issued and outstanding.

currently 5 series of preferred stock designated as follows:

shares have been designated as Series A Preferred

Stock, 512,996

of which are issued and outstanding;

shares have been designated as Series B Preferred

of which is issued and outstanding;

shares have been designated as Series C Preferred

Stock, 3,133,503

of which are issued and outstanding;

shares have been designated Series D Preferred stock,

of which 670,904

are issued and outstanding;

shares have been designated Series E Preferred stock,

of which 3,000,000

are issued and outstanding.

to our Articles of Incorporation establishing our preferred stock:

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.

Depreciation expenses for the years ended September 30, 2024 and 2023,

was $ 7,829 and $ 5,051 , respectively.

NOTE 4 - EQUITY TRANSACTIONS

Preferred Stock Dividends

As of September 30, 2024 and September 30, 2023, the cumulative arrearage

of undeclared dividends for Series A Preferred stock totaled $ 247,329 and $ 206,181 , respectively and $ 41,148 for the year ended September

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:

● 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;

● 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.

Preferred Stock Classification

The Company applies the guidance outlined in ASC 480, Distinguishing

Liabilities from Equity, to determine the appropriate classification and measurement of preferred stock.

Under ASC 480-10-25-4, financial

instruments that embody an obligation to repurchase equity shares or require mandatory redemption at a fixed or determinable date must

be classified as liabilities and measured at fair value.

Preferred shares that are conditionally redeemable—including

those redeemable at the option of the holder or subject to redemption upon the occurrence of events outside the issuer’s control—are

classified as temporary equity in accordance with ASC 480-10-S99-3A.

Conversely, preferred shares that do not contain redemption provisions

are appropriately classified as permanent equity.

None of the Company’s Series A, B, C, D, or E Preferred Stock

contain any redemption rights, whether mandatory or conditional.

Because no redemption provisions exist, these shares do not meet the

criteria for liability classification under ASC 480-10-25-7.

Furthermore, since redemption is not possible under any circumstances, the

shares do not qualify as temporary equity under ASC 480-10-S99-3A.

Accordingly, the preferred stock is properly classified as permanent

Since the Company has a stockholders' deficit, all issuances of Series

A, B, C, D, and E Preferred Stock are presented as a component of stockholders’ deficit in the financial statements.

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 %

per annum on each outstanding share of Series

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

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.

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.

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.

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.

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

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.

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.

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.

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

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.

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

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.

stock issued for Conversion of C Preferred

the year ended September 30, 2023, the holder of Series C preferred stock, converted 208,000

shares of Series C Preferred Stock into 1,040,000

shares of Common Stock at the stated conversion

rate with no gain or loss recognized.

the year ended September 30, 2022, the Company canceled an aggregate of 458,300 shares

of its common stock due to share issuance in error by the Company.

repurchase program

January 6, 2023, the Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase shares of its

outstanding common stock.

The repurchase program may be extended, suspended, or discontinued at any time.

As of September 30, 2023, no

common stock was repurchased.

5 - RELATED PARTY TRANSACTIONS

December 1, 2021, the Company leased its office space from VoiceInterop, the Companys former wholly owned subsidiary and now 96 %

owned by our shareholders for approximately $ 1,400

On February 14, 2020, VoiceInterop

was deconsolidated and is no longer our subsidiary.

expense incurred during the years ended September 30, 2023 and 2022 was $ 22,722

and $ 26,973 ,

respectively (See Note 6).

the years ended September 30, 2023 and 2022, the Company paid $ 36,000 and $ 39,000 , respectively, to a related party consultant.

of December 31, 2022, the Company advanced $ 53,302

to VoiceInterop, the Companys 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.

The amount is due on September 30, 2024, and bears interest at 5 %

effective October 1, 2022.

As of September 30,

2023, the Company recorded $ 2,724

in interest receivable – related party.

6 - COMMITMENTS AND CONTINGENCIES

Under Operating Lease

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,

The monthly rent is $ 2,134

in year one and increases to $ 2,198

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

of our common stock.

Stock repurchase program

On January 6, 2023, the Board of Directors approved a stock repurchase

program pursuant to which the Company may repurchase shares of its outstanding common stock.

The repurchase program may be extended, suspended,

or discontinued at any time.

As of September 30, 2024 and 2023, no common stock was repurchased.

NOTE 5 - RELATED PARTY TRANSACTIONS

Rent expense incurred during the years ended September 30, 2024 and 2023

was $ 0 and $ 22,722 , respectively (See Note 6).

During the years ended September 30, 2024 and 2023, the Company paid $ 39,000

and $ 36,000 , respectively, to a related party consultant.

As of September 30, 2024 and 2023, the Company owed $ 1,024 to the Company’s

Chief Executive Officer for the Company’s operating expenses.

The amount was repaid in October 2024.

As of September 30, 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.

As of September 30, 2024, the Company recorded $ 5,589 in interest receivable

- related party.

In September 2024, the Company determined that it is probable the Company will not recover its loan principal and interest,

accordingly, the Company a bad debt expense for uncollectible note receivable and interest receivable of $ 58,891 in connection therewith.

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, 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.

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.

Effective January 1, 2025, the Company has a month-to-month

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, 2023 .

expense incurred during the years ended September 30, 2023 and 2022 was $ 22,722

and $ 26,973 ,

respectively.

and Accounts Receivable Concentration

the year ended September 30, 2023, one customer accounted for 11.13 %

Rent expense incurred during the years ended September 30, 2024 and 2023

was $ 21,266 and $ 22,722 , respectively.

Revenue and Accounts Receivable Concentration

For the year ended September 30, 2024, one customer accounted for 15.99 %

of the Company’s revenues.

customer accounted for more than 10 %

of the Companys revenue for the year ended

September 30, 2022.

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

of the Companys total outstanding accounts

of September 30, 2022, no customer accounted for more than 10 %

of the Companys total outstanding accounts

Supplier and Sole Manufacturing Source

Company relies on no major supplier for its products.

The Company 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.

December 2016, the Board of Directors accepted the resignation of Larry M.

Reid as Chief Executive Officer of the corporation and appointed

Reid as Chief Financial Officer.

The Board also appointed Michael M.

Moore as Chief Executive Officer.

the terms of an employment agreement effective on November 28, 2016, Mr.

Moore as CEO receives an annual salary of $ 200,000 .

The term of agreement is for a one-year period beginning on the effective date and shall automatically renew and continue in effect for

additional one-year periods.

Effective April 20, 2022, the annual compensation increased to $ 220,000 .

the terms of an employment agreement effective on March 13, 2015, Mr.

Reid as CFO receives an annual salary of $ 96,000 .

The term of agreement is for a one-year period beginning on the effective date and shall automatically renew and continue in effect for

additional one-year periods.

Effective October 1, 2021, the annual compensation increased to $ 104,000 .

Licensing Agreement

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 USFRFs U.S.

For the year ended September 30, 2023, one customer accounted for 11.13 %

of the Company’s revenues.

As of September 30, 2024, one customer accounted for more than 12 % 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 September 30, 2024, no customer accounted for more than 10 % 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.

The Company has

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

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

Patent Applications.

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.

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 Licensees obligation to pay royalties expires.

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.

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 September 30, 2023 and 2022, the Company has recorded

for the minimum royalty for the fiscal year ended

2023 and 2022.

7 - DEFERRED INCOME TAXES

provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized

for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities

and for operating losses and tax credit carryforwards.

Deferred tax assets and liabilities are measured using the currently enacted tax

rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled.

The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

tax positions are recognized only when the Company believes it is more likely than not that the tax position will be upheld on examination

by the taxing authorities based on the merits of the position.

The Company has no material unrecognized tax benefits and no adjustments

to its consolidated financial position, results of operations or cash flows were required as of September 30, 2023 and 2022.

Company filed consolidated tax returns for the years ended September 30, 2023 and 2022, which are subject to examination by federal and

state tax jurisdictions.

No income tax returns are currently under examination by taxing authorities.

The Company recognizes interest

and penalties, if any, related to uncertain tax positions in income tax expense.

The Company did not have any accrued interest or penalties

associated with uncertain tax positions as of September 30, 2023 and 2022.

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 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.

NOTE 7 – EXTINGUISHMENT OF LIABILITIES

During the year ended September 30, 2024, the Company settled $44,052 of

accounts payable with various vendors in exchange for $1,111 , resulting in a gain on settlement of $ 42,941 .

NOTE 8 - DEFERRED INCOME TAXES

The provision for income taxes is computed using the asset and liability

method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences

between the financial reporting and tax bases of assets and liabilities and for operating losses and tax credit carryforwards.

tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in

which those tax assets and liabilities are expected to be realized or settled.

The Company records a valuation allowance to reduce deferred

tax assets to the amount that is believed more likely than not to be realized.

Uncertain tax positions are recognized only when the Company believes it

is more likely than not that the tax position will be upheld on examination by the taxing authorities based on the merits of the position.

The Company has no material unrecognized tax benefits and no adjustments to its consolidated financial position, results of operations

or cash flows were required as of September 30, 2024 and 2023.

The Company filed consolidated tax returns for the years ended September

30, 2024 and 2023, which are subject to examination by federal and state tax jurisdictions.

No income tax returns are currently under

examination by taxing authorities.

The Company recognizes interest and penalties, if any, related to uncertain tax positions in income

The Company did not have any accrued interest or penalties associated with uncertain tax positions as of September 30, 2024

The Company’s U.S.

federal income tax returns for tax

years 2020 through 2023 are subject to examination by the Internal Revenue Service.

Company calculates its deferred tax assets based upon its consolidated net operating loss (“NOL”) carryovers available to

offset future taxable income, net of other tax credit(s) or tax deferred liabilities, if any.

No deferred tax assets for the years ended

September 30, 2023 and 2022 have been recorded since any available deferred tax assets are fully offset by increases in its valuation

The Company increased its valuation allowance based on its history of consolidated net losses.

At September 30, 2023, the

Company has an adjusted net operating loss carryforward of approximately $13,608,000 that expire through 2040.

Should a cumulative change

in the ownership of more than 50% occur within a three-year period, there could be an annual limitation on the use of the net operating

loss carryforwards.

income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting

purposes and the amounts used for income tax purposes plus any available consolidated, net deferred tax credits.

Significant components

of the Companys net deferred income tax assets at September 30, 2023 and 2022, respectively are as follows:

federal income tax returns for tax years 2020 through 2024 are subject to examination by the Internal

Revenue Service.

The Company calculates its deferred tax assets based upon its consolidated

net operating loss (“NOL”) carryovers available to offset future taxable income, net of other tax credit(s) or tax deferred

liabilities, if any.

No deferred tax assets for the years ended September 30, 2024 and 2023 have been recorded since any available deferred

tax assets are fully offset by increases in its valuation allowances.

The Company increased its valuation allowance based on its history

of consolidated net losses.

At September 30, 2024, the Company has an adjusted net operating loss carryforward of approximately $ 13,832,000

that expire through 2042.

Should a cumulative change in the ownership of more than 50% occur within a three-year period, there

could be an annual limitation on the use of the net operating loss carryforwards.

Deferred income taxes reflect the tax effects of temporary differences

between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes plus

any available consolidated, net deferred tax credits.

Significant components of the Company’s net deferred income tax assets at September

30, 2024 and 2023, respectively are as follows:

Schedule of deferred income tax assets

8 unchanged sentences

Total deferred income tax assets

reconciliation of the Federal and respective State income tax rate as a percentage of income before taxes is as follows:

A reconciliation of the Federal and respective State income tax rate as

a percentage of income before taxes is as follows:

Schedule of income tax rate as a percentage

13 unchanged sentences

Effective income tax rate

has determined that it is more likely than not that the Company will not use the NOL carryforward and has a 100 %

valuation allowance against the deferred asset.

The reserve is based on historical experience of the Companys operations as it has not recognized net income in its current incarnation

and there is no indication of any events or conditions that would show that trend will not continue due to the Companys current

expectation of expense requirements.

Management has determined that it is more likely than not that the Company

will not use the NOL carryforward and has a 100% valuation allowance against the deferred asset.

The reserve is based on historical experience

of the Company’s operations as it has not recognized net income in its current incarnation and there is no indication of any events or

conditions that would show that trend will not continue due to the Company’s current expectation of expense requirements.

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-K

Item 9A. Controls and Procedures