What changed in this filing

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Item 1. Business

2025-12-30 compared with 2025-03-21 · 152 added, 148 removed, 121 unchanged (71% of the section changed)

The Company was initially incorporated on November 15, 1999, as Menu Sites,

Inc., a Florida corporation.

The Company was initially incorporated on November 15, 1999, as Menu

Sites, Inc., a Florida corporation.

On March 9, 2001, the Company's name was changed to CNE Communications, Inc.

On October 1, 2004, the name

was changed to CNE Industries, Inc.

1, 2004, the name was changed to CNE Industries, Inc.

and on March 29, 2005, the name was changed to GlobalTel IP, Inc.

On May 9, 2008, the Company’s name

was changed to Cleartronic, Inc.

2008, the Company's name was changed to Cleartronic, Inc.

All current operations are conducted through the Company's wholly owned

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ReadyOp facilitates

the marketing and sales of subscriptions to the ReadyOp™ and ReadyMed ™ platform and the AudioMate IP gateways

discussed below.

In March 2018, the Company approved the spin-off VoiceInterop into a separate

company under a Form S-1 registration to be filed with the United States Securities and Exchange Commission.

On May 13, 2019, VoiceInterop

filed an S-1 registration with the United States Securities and Exchange Commission.

All VoiceInterop transactions have been recorded

as discontinued operations.

the marketing and sales of subscriptions to the ReadyOp™, ReadyMed ™ and Alastar platforms and the AudioMate

IP gateways discussed below.

In March 2018, the Company approved the spin-off VoiceInterop into

a separate company under a Form S-1 registration to be filed with the United States Securities and Exchange Commission.

On May 13, 2019,

VoiceInterop filed an S-1 registration with the United States Securities and Exchange Commission.

All VoiceInterop transactions have been

recorded as discontinued operations.

On February 14, 2020, the distribution of shares was approved by FINRA and VoiceInterop was deconsolidated

from Cleartronic, Inc.

In October 2019, the Company acquired the ReadyMed software platform from

Collabria LLC.

In October 2019, the Company acquired the ReadyMed software platform

from Collabria LLC.

ReadyMed is a web-based secure communications platform initially designed for the healthcare industry.

This includes hospitals,

clinics, doctor’s offices, health insurance companies, workers compensation insurance companies and many other segments of the healthcare

The Company offers both the ReadyOp and ReadyMed capabilities to clients and usually refers to the platform as ReadyOp to avoid

confusion in the marketplace of two platforms.

This includes

hospitals, clinics, doctor's offices, health insurance companies, workers compensation insurance companies and many other segments of

the healthcare industry.

The Company offers both the ReadyOp and ReadyMed capabilities to clients and usually refers to the platform as

ReadyOp to avoid confusion in the marketplace of two platforms.

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

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(“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

It is planned that all operations and marketing of the Alastar platform will be conducted in the ReadyOp Communications subsidiary

in conjunction with the current ReadyOp and ReadyMed activities.

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.

All operations and marketing of the Alastar platform are conducted in the ReadyOp Communications

subsidiary in conjunction with the current ReadyOp and ReadyMed activities.

ReadyOp™ Software

ReadyOp is a proprietary, innovative web-based planning and communications

platform for efficiently and effectively planning, managing, communicating, and directing operations and emergency response.

used by local, state and federal government agencies, corporations, school districts, utilities, hospitals and others to manage and report

daily operations as well as the ability to handle incidents and emergency situations.

ReadyOp is offered as a software as a service (SAAS)

program on an annual contract basis although an increasing number of clients have requested multi-year agreements.

ReadyOp requires no new or on-site hardware or programming by clients and

provides multiple options for communications including radio interoperability using the Company’s AudioMate gateways.

Plans and operations

can be built and stored securely in ReadyOp on a by-location, region and systemwide basis.

Assets can be listed along with their location,

person to contact and other information that may be needed.

Diagrams, charts, maps, pictures, report forms and other documentation can

be securely stored yet immediately available securely from any location.

ReadyOp also provides efficient planning and response for responding

to disasters and for continuity of operations (COOP) and recovery.

ReadyOp is the COOP platform for multiple organizations including many

federal agencies.

ReadyOp is a proprietary, innovative web-based planning and

communications platform for efficiently and effectively planning, managing, communicating, and directing operations and emergency response.

ReadyOp is used by local, state and federal government agencies, corporations, school districts, utilities, hospitals and others

to manage and report daily operations as well as the ability to handle incidents and emergency situations.

ReadyOp is offered as

a software as a service (SAAS) program on an annual contract basis although an increasing number of clients have requested multi-year

ReadyOp requires no new or on-site hardware or programming by clients

and provides multiple options for communications including radio interoperability using the Company's AudioMate gateways.

and operations can be built and stored securely in ReadyOp on a by-location, region and systemwide basis.

Assets can be listed along

with their location, person to contact and other information that may be needed.

Diagrams, charts, maps, pictures, report forms

and other documentation can be securely stored yet immediately available securely from any location.

ReadyOp also provides efficient

planning and response for responding to disasters and for continuity of operations (COOP) and recovery.

ReadyOp is the COOP platform

for multiple organizations including many federal agencies.

ReadyMed™ Software

In October 2019, the Company acquired the ReadyMed software platform from

Collabria LLC.

In October 2019, the Company acquired the ReadyMed software platform

from Collabria LLC.

In exchange for this asset, the Company issued 12,000,000 shares of Common stock of the Company.

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refers to the platform as ReadyOp to avoid confusion in the marketplace of two products.

Alastar Software

The Company acquired the Alastar software and other assets in the transaction

discussed above.

The Company continues to support the clients who were using Alastar prior to the acquisition plus add additional new

Additionally, the Company has been transitioning much of the Alastar functionality into the ReadyOp platform as well as enhance

the capabilities for existing and new clients.

The Company plans to continue the transition and enhancement activities for at least the

next two years.

AudioMate IP Gateways

The Company offers a proprietary line of Internet Protocol Gateways branded

as AudioMate 360 IP Gateway .

The AudioMate 360 IP Gateway was designed to provide an Internet Protocol Gateway to users

of unified group communications.

The AudioMate units are currently being sold directly to end-users by the Company’s sales teams and by

Value Added Resellers (“VARs”).

More than 1,000 end-users in the United States and 18 foreign countries have purchased the Company’s

AudioMate gateways.

Although other devices are available that perform the same or similar functions, we believe that our price for the

AudioMate 360 IP Gateway is competitive with prices other companies are charging for similar devices.

The Company offers a proprietary line of Internet Protocol Gateways

branded as AudioMate 360 IP Gateway .

The AudioMate 360 IP Gateway was designed to provide an Internet Protocol Gateway to

users of unified group communications.

The AudioMate units are currently being sold directly to end-users by the Company's sales teams

and by Value Added Resellers ("VARs").

More than 1,000 end-users in the United States and 18 foreign countries have purchased

the Company's AudioMate gateways.

Although other devices are available that perform the same or similar functions, we believe that our

price for the AudioMate 360 IP Gateway is competitive with prices other companies are charging for similar devices.

Patents and Intellectual Property

Our business will be dependent in part on our intellectual property.

projects that are in development, we intend to rely on intellectual property rights afforded by trademark and trade secret laws, as well

as confidentiality procedures, licensing arrangements and potential patent filings.

These measures are to establish and protect our rights

to the technology and other intellectual property.

We cannot foretell if these procedures and arrangements will be adequate in protecting

our intellectual property.

For projects that are in development, we intend to rely on intellectual property rights afforded by trademark and trade secret laws, as

well as confidentiality procedures, licensing arrangements and potential patent filings.

These measures are to establish and protect our

rights to the technology and other intellectual property.

We cannot foretell if these procedures and arrangements will be adequate in

protecting our intellectual property.

On March 13, 2012, the United States Patent Office notified the Company

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patents is frequently challenged by others.

One or more patent applications may have been filed by others previous to our filing, which

encompass the same or similar claims.

One or more patent applications may have been filed by others previous to our filing,

which encompass the same or similar claims.

A patent application does not in and of itself grant exclusive rights.

A patent application must

be reviewed by the Patent Office of each relevant country prior to issuing as a patent and granting exclusive rights.

The laws of many

foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States, if at all.

Because of limited resources, the Company may be unable to protect a patent,

either owned or licensed, or to challenge others who may infringe upon a patent.

Because many holders of patents have substantially greater

resources and patent litigation is very expensive, we may not have the resources necessary to successfully challenge the validity of patents

held by others or withstand claims of infringement or challenges to any patent the Company may possess or obtain.

Even if we prevail,

the cost and management distraction of litigation could have a material adverse effect on the Company.

Internet Protocol Gateways and their related manufacturing processes are

covered by a large number of patents and patent applications.

Infringement actions may be instituted against the Company if we use or

are suspected of using technology, processes or other subject matter that is claimed under patents of others.

An adverse outcome in any

future patent dispute could subject us to significant liabilities to third parties, require disputed rights to be licensed or require

A patent application

must be reviewed by the Patent Office of each relevant country prior to issuing as a patent and granting exclusive rights.

many foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States, if at all.

Because of limited resources, the Company may be unable to protect

a patent, either owned or licensed, or to challenge others who may infringe upon a patent.

Because many holders of patents have substantially

greater resources and patent litigation is very expensive, we may not have the resources necessary to successfully challenge the validity

of patents held by others or withstand claims of infringement or challenges to any patent the Company may possess or obtain.

prevail, the cost and management distraction of litigation could have a material adverse effect on the Company.

Internet Protocol Gateways and their related manufacturing processes

are covered by a large number of patents and patent applications.

Infringement actions may be instituted against the Company if we use

or are suspected of using technology, processes or other subject matter that is claimed under patents of others.

An adverse outcome in

any future patent dispute could subject us to significant liabilities to third parties, require disputed rights to be licensed or require

us to cease using the infringed technology.

If trade secrets and other means of protection upon which the Company relies

may not adequately protect us, the Company’s intellectual property could become available to others.

Although we may rely on trade

secrets, copyright law, employee and third-party nondisclosure agreements and other protective measures to protect some of our intellectual

property, these measures may not provide meaningful protection to the Company.

If trade secrets and other means of protection upon which the Company

relies may not adequately protect us, the Company’s intellectual property could become available to others.

Although we may rely

on trade secrets, copyright law, employee and third-party nondisclosure agreements and other protective measures to protect some of our

intellectual property, these measures may not provide meaningful protection to the Company.

Exclusive Licensing Agreement

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to pay royalties expires.

The Company paid USFRF a License Issue Fee of $8,000 and $6,000 as reimbursement

of expenses associated with the filing of the Licensed Patent for the year ended September 30, 2024 and September 30, 2023, respectively.

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 as follows:

-and every year 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 as are offered to other

purchasers in such financing.

The Company paid USFRF a License Issue Fee of $8,000 and $6,000 as

reimbursement of expenses associated with the filing of the Licensed Patent for the year ended September 30, 2025 and September 30, 2024,

respectively.

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 as follows:

-and every year 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 as are offered to

other purchasers in such financing.

Rapid Technological Change Could Render the Company's Products Obsolete

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and services in the future which may cause customers and prospective to forego purchase and use of our products and purchase those of

Sales to government entities are subject to a number of challenges and

The ReadyOp platform is a Cloud Service Offering (CSO) that is being used

by several agencies of the federal government.

In order to expand the usage by additional federal government agencies the Company is in

the process of obtaining a FedRAMP Authorization.

FedRAMP provides a standardized security framework for all cloud products and services

that is recognized by all executive branch federal agencies.

As a Cloud Service Provider or CSP the Company only needs to go through the

FedRAMP Authorization process once for each CSO and perform continuous monitoring, with all agencies reviewing the same continuous monitoring

deliverables, creating efficiencies across the government.

The Company commenced the FedRamp certification process in 2023 and expects

to have completed the certification by mid 2025.

Sales to government entities are subject to a number of challenges

The ReadyOp platform is a Cloud Service Offering (CSO) that is being

used by several agencies of the federal government.

In order to expand the usage by additional federal government agencies the Company

is in the process of obtaining a FedRAMP Authorization.

FedRAMP provides a standardized security framework for all cloud products and

services that is recognized by all executive branch federal agencies.

As a Cloud Service Provider or CSP the Company only needs to go

through the FedRAMP Authorization process once for each CSO and perform continuous monitoring, with all agencies reviewing the same continuous

monitoring deliverables, creating efficiencies across the government.

The Company commenced the FedRamp certification process in 2023

and expects to have completed the certification in early 2026.

Seasonality of Our Business

We do not anticipate that our business will be affected by seasonal factors.

We do not anticipate that our business will be affected by seasonal

Impact of Inflation

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adequate manufacturing capacity.

We are not aware of any direct competitors for ReadyOp, ReadyMed or the

Alastar platform that offer the same combinations of capabilities and function.

However, there are similar programs being marketed that

appear similar and are sometimes confused with ReadyOp such as WebEOC and Everbridge.

ReadyOp provides different capabilities and is priced

lower than both of these and in fact, has several clients that use one or even both of these programs in addition to ReadyOp.

increased competition in the future.

We continue to develop and enhance the ReadyOp/ReadyMed platforms and to integrate the Alastar platform

capabilities into ReadyOp to improve the value and increase the potential market size and growth of our client clientele.

The unified communications industry where the Company’s gateways are offered

is competitive.

The Company will continue to offer the AudioMate gateways, but primarily in conjunction with the ReadyOp platform to provide

radio interoperability.

Competition for an integrated radio and operations platform is limited and the Company will continue to market

the ReadyOp platform, both with the gateways and without.

We are not aware of any direct competitors for ReadyOp, ReadyMed or

the Alastar platform that offer the same combinations of capabilities and function.

However, there are similar programs being marketed

that appear similar and are sometimes confused with ReadyOp such as WebEOC and Everbridge.

ReadyOp provides different capabilities and

is priced lower than both of these and in fact, has several clients that use one or even both of these programs in addition to ReadyOp.

We may have increased competition in the future.

We continue to develop and enhance the ReadyOp/ReadyMed platforms and to integrate the

Alastar platform capabilities into ReadyOp to improve the value and increase the potential market size and growth of our client clientele.

The unified communications industry where the Company's gateways are

offered is competitive.

The Company will continue to offer the AudioMate gateways, but primarily in conjunction with the ReadyOp platform

to provide radio interoperability.

Competition for an integrated radio and operations platform is limited and the Company will continue

to market the ReadyOp platform, both with the gateways and without.

Sales and Marketing

The ReadyOp/ReadyMed platform is currently marketed through a combination

of inside salespersons and outside sales groups.

We intend to expand the use of commissioned sales groups and individual sales representatives

to market and sell our programs and gateways.

We will also begin to offer the Alastar platform as an operational capability for current

and prospective clients.

The ReadyOp/ReadyMed and Alastar platforms are currently marketed through

a combination of inside salespersons and outside sales groups.

We intend to expand the use of commissioned sales groups and individual

sales representatives to market and sell our programs and gateways.

Key Personnel of Cleartronic

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A copy of the employment agreement with Mr.

Moore has been previously filed on January 13, 2016 as an exhibit to a Form

Moore has been previously filed on January 13, 2016 as an exhibit to a

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

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"Certain Relationships and Related Transactions and Director Independence."

In March 2015, the Company entered into a new employment agreement with

the Company’s CFO, Larry M.

In March 2015, the Company entered into a new employment agreement

with the Company's CFO, Larry M.

Reid (the "Agreement").

Under the Agreement, Mr.

Reid agreed to remit 2.0 billion shares of common

stock back to the Company in exchange for 200,000 shares of Series C Convertible Preferred stock with a fair value of $252,000.

is paid a base salary of $8,000 per month.

Reid agreed to remit 2.0 billion shares of

common stock back to the Company in exchange for 200,000 shares of Series C Convertible Preferred stock with a fair value of $252,000.

Reid is paid a base salary of $8,000 per month.

A copy of the employment agreement with Mr.

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notice of Termination.

The Financial Results for Cleartronic May Be Affected by Factors Outside

of Our Control

Our future operating results may vary from quarter to quarter due to a

variety of factors, many of which are outside our control.

The Financial Results for Cleartronic May Be Affected by Factors

Outside of Our Control

Our future operating results may vary from quarter to quarter due to

a variety of factors, many of which are outside our control.

Our anticipated expense levels are based, in part, on our estimates of future

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Transfer Agent

Our transfer agent is ClearTrust, LLC, whose address is 16540 Pointe Village

Drive, Suite 206, Lutz, Florida 33558, and telephone number is (813) 235-4490.

Our transfer agent is ClearTrust, LLC, whose address is 16540 Pointe

Village Drive, Suite 206, Lutz, Florida 33558, and telephone number is (813) 235-4490.

Company Contact Information

Our principal executive offices are located at 28050 US Highway 19 N.,

Ste 310, Clearwater, FL 33761, telephone (813) 240-0307.

Our principal executive offices are located at 28050 US Highway 19

N., Ste 310, Clearwater, FL 33761, telephone (813) 289-7620.

Our email address is info@cleartronic.com.

The Cleartronic Internet website is

www.cleartronic.com and the ReadyOp website is www.readyop.com .

The information contained in our website does not constitute

part of this report.

The Cleartronic Internet

website is www.cleartronic.com and the ReadyOp website is www.readyop.com .

The information contained in our website does

not constitute part of this report.

Risk Factors.

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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 1. Business