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 utr:sqft

 SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 FORM

 (Mark One)

 ANNUAL
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the fiscal year ended September 30, 2023

 TRANSITION
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the transition period from ____________________ to _____________________

 Commission
File No. 000-55329

 CLEARTRONIC, INC.

 (Exact
 name of registrant as specified in its charter)

 Florida

 65-0958798

 (State
 or other jurisdiction of incorporation or organization)

 (I.R.S.
 Employer Identification No.)

 28050 S Highway 19 N, Ste 310

 Clearwater,
 Florida

 33761

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
 telephone number, including area code: (813) 289-7620

 Securities
 registered pursuant to Section 12(b) of the Act:

 None

 Securities
 registered pursuant to Section 12(g) of the Act:

 Title
 of each class

 Trading Symbol
 (s)

 Name
 of each exchange on which registered

 Common
 stock, par value $0.00001 per share

 CLRI

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting
company" in Rule 12b-2 of the Exchange Act:

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated filer

 Smaller
 reporting company

by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

 The
aggregate market value of the registrant's common stock held by non-affiliates of the registrant on September 30, 2023 (based on the
closing sale price of $0.0281 per share of the registrant's common stock, as reported on the OTCPINK operated by The OTC Markets Group,
Inc. on that date) was approximately $ 6,439,416. The stock price of $0.0281 at September 30, 2023, takes into account a one for 3,000
reverse stock split on December 28, 2012. Common stock held by each officer and director and by each person known to the registrant to
own five percent or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination for other purposes. Indicate the number of shares outstanding
of each of the registrant's classes of common stock, as of the latest practicable date. At December 20, 2023, the registrant had outstanding
 229,160,695 shares of common stock, par value $0.00001 per share.

 - i -

 Table
of Contents

 PART
 I

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 2.

 Property

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Safety
 Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 Selected
 Financial Data

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operation

 Item
 7A.

 Quantitative
 and Qualitative Disclosure About Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 PART
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Executive
 Compensation

 Item
 12.

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

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal
 Accountant Fees and Services

 Item
 15.

 Exhibits,
 and Financial Statement Schedules

 Signatures

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 In
light of the risks and uncertainties inherent in all projected operational matters, the inclusion of forward-looking statements in this
Form 10-K, should not be regarded as a representation by us or any other person that any of our objectives or plans will be achieved
or that any of our operating expectations will be realized. Our revenues and results of operations are difficult to forecast and could
differ materially from those projected in the forward-looking statements contained in this Form 10-K, as a result of certain risks and
uncertainties including, but not limited to, our business reliance on third parties to provide us with technology, our ability to integrate
and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive
environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in
a competitive market for skilled personnel. These factors should not be considered exhaustive; we undertake no obligation to release
publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

 - 1 -

 PART
I

 Except
for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements involve risks and uncertainties, including,
among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking
statements include, among others, those statements including the words "expects," "anticipates," "intends,"
"believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking
statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the
section "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." You are
cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake
no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after
the date of this document.

 Item
1. Business.

 The
Company

 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. 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.

 All
current operations are conducted through the Company's wholly owned subsidiary, ReadyOp Communications, Inc. ("ReadyOp"), a
Florida corporation incorporated on September 15, 2014. ReadyOp facilitates the marketing and sales of subscriptions to the ReadyOp
 and ReadyMed 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. On February 14, 2020, the distribution
of shares was approved by FINRA and VoiceInterop was deconsolidated from Cleartronic, Inc. (See Note 6).

 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 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.

 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. 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 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.

 ReadyMed
 Software

 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. 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 industry. The platform provides caregivers with patient tracking capability and allows physicians
and other healthcare entities to track patient progress after medical treatment and/or release from hospital care. The software also
enables monitoring and reporting of patients in medium- and long-term care. Additionally, the platform provides secure communications
capabilities and recordkeeping to track the healing process of patients, record their recovery and monitor their medications. During
the COVID-19 pandemic this software proved beneficial to multiple federal and state agencies and clients in 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 products.

 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.

 Patents
and Intellectual Property

 Our
business will be dependent in part on 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 that U.S. Patent Number 8,135,001 B1 had been granted for the 34
claims of our patent application for Multi Ad Hoc Interoperable Communicating Networks. We may file similar patent applications in additional
countries. The claims in the patent application relate to various aspects of the AudioMate 360 IP Gateway. It may be that one
or more of the claims are not meaningful. Furthermore, the validity of issued 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. 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 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.

 - 2 -

 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. ("USFRF") 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.

 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 paid USFRF a License Issue Fee of $6,000 and $2,373 as reimbursement of expenses associated with the filing of the Licensed Patent
for the year ended September 30, 2023. 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:

 Payment

 Year

 $1,000

 2019

 $4,000

 2020

 $8,000

 2021

 -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

 The
Company's markets are characterized by rapid technological changes, frequent new product introductions and enhancements, uncertain product
life cycles, changes in customer requirements, and evolving industry standards. The introduction of new products embodying new technologies
and the emergence of new industry standards could render our existing products obsolete. The Company's future success will depend upon
our ability to continue to develop and introduce new products and services to address the increasingly sophisticated needs of customers.
The Company may experience delays in releasing new products, product enhancements and services in the future which may cause customers
and prospective to forego purchase and use of our products and purchase those of competitors.

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

 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 2024.

 Seasonality
of Our Business

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

 Impact
of Inflation

 We
are affected by inflation along with the rest of the economy. Specifically, our costs to complete our products could rise if specific
components needed incur an increase in cost.

 Manufacturing
and Suppliers

 We
have outsourced the manufacturing of our AudioMate 360 IP Gateway. This outsourcing has allowed us to:

 Avoid
 costly capital expenditures for the establishment of manufacturing operations;

 Focus
 on the design, development, sales and support of our products and services; and

 Leverage
 the scale, expertise and purchasing power of specialized contract manufacturers.

 Currently,
Company has arrangements for the production of the AudioMate gateways with two contract manufacturers. The reliance on contract manufacturing
involves a number of potential risks, including the absence of adequate capacity, ownership of certain elements of electronic designs,
and reduced control over delivery schedules. The Company's contract manufacturers can provide a range of operational and manufacturing
services, including component procurement and performing final testing and assembly of our products. The Company intends to continue
use of contract manufacturers to procure components and to maintain adequate manufacturing capacity.

 Competition

 We
are not aware of any direct competitors for ReadyOp and ReadyMed 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 platform 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.

 - 3 -

 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.

 Key
Personnel of Cleartronic

 Our
future financial success depends to a large degree upon the personal efforts of our key personnel, Michael M. Moore, our Chief Executive
Officer (CEO) and Director, and Larry M. Reid, our Chief Financial Officer (CFO), Secretary and Director. They and their designees play
the major role in securing persons capable of developing and executing the Company's business strategy. While the Company intends to
employ additional executive, development and technical personnel in order to minimize dependency upon any one person, we may not be successful
in attracting and retaining the persons needed.

 At
present, Cleartronic has two executive officers, Michael M. Moore and Larry M. Reid. A copy of the employment agreement with Mr. Moore
has been previously filed on January 13, 2016 as an exhibit to a Form 10-K. Mr. Moore is paid a base salary of $16,667 per month. Effective
April 20, 2022, the annual compensation increased to $220,000. See Item 13. "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. 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. Mr. Reid is paid a base salary of $8,000 per month. A copy of the employment
agreement with Mr. Reid has been previously filed on March 18, 2015 with the SEC as an exhibit to a Form 8-K. Effective October 1, 2021,
the annual compensation increased to $104,000.

 Unless
the Company shall have given Mr. Moore or Mr. Reid written notice at least 30 days prior to the Termination Date, the employment agreements
automatically renew and continue in effect for additional one-year periods. The Company has the election at any time after the expiration
of the initial term of the Mr. Reid's Agreement to give Mr. Reid 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. Our anticipated
expense levels are based, in part, on our estimates of future revenues and may vary from projections. We may be unable to adjust spending
rapidly enough to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenue in relation to our
planned expenditures could materially and adversely affect our business, operating results, and financial condition. Further, we believe
that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.

 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.

 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
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.

 Item
1A. Risk Factors.

 Not
applicable.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
2. Property.

the years prior to December 1, 2022, the Company sub-leased approximately 1,700 square feet for our principal offices in Boca Raton,
Florida, from VoiceInterop, Inc. The monthly rent is $1,400 and provided for annual increases of base rent of 4% until the expiration
date. The lease expired on November 30, 2021. On December 1, 2021, the Company signed a one year lease for approximately 2,000 square
feet for our principal offices in Boca Raton, Florida. The monthly rent is $2,200. The lease expires on November 30, 2022.

 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 (See Note 6).

 Item
3. Legal Proceedings.

 Cleartronic
is not engaged in any litigation at the present time and management is unaware of any claims or complaints that could result in future
litigation. Management will seek to minimize disputes with the Company's customers but recognizes the inevitability of legal action
in today's business environment as an unfortunate price of conducting business.

 Item
4. Safety Disclosures.

 Not
applicable.

 - 4 -

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 The
Company's common stock has been traded on the OTCPINK under the symbol "CLRI." The last price of our common stock as reported
on the pink tier of OTC Markets on September 30, 2023 was $0.0281 per share.

 As
of September 30, 2023 we were authorized to issue 5,000,000,000 shares of our common stock, of which 229,160,695 shares were outstanding.
Our shares of common stock are held by approximately 218 stockholders of record. The number of record holders was determined from the
records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various
securities brokers, dealers, and registered clearing agencies. In addition to our authorized common stock, Cleartronic has designated
200,000,000 shares of preferred stock, par value $0.00001 per share, of which 7,317,403 shares are issued or outstanding. There is no
trading market for the shares of our preferred stock.

 Dividends

 We
do not anticipate paying any cash dividends or other distributions on the Company's common stock in the foreseeable future. Any future
dividends will be declared at the discretion of the Company's board of directors and will depend, among other things, on the earnings
and financial requirements for future operations and growth, and other facts as the board of directors may then deem appropriate. See
"Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," for a description
of the preferred stock and dividend rights pertaining to the preferred stock.

 The
Company is obligated to pay dividends on its Series A Convertible Preferred Stock. Each Series A Preferred Holder is entitled to receive
cumulative dividends at the rate of 8% of $1.00 per annum for each outstanding share of Series A Preferred then held by such Series A
Preferred Holder, on a pro rata basis. As of September 30, 2023 and 2022, the cumulative arrearage of undeclared dividends totalled $206,181
and $165,144, respectively.

 Recent
Sales of Unregistered Securities

 Except
for those unregistered securities previously disclosed in reports filed with the Securities Exchange Commission during the period covered
by this report, we have not sold any securities under the Securities Act of 1933.

 Issuer
Purchases of Equity Securities

 None

 Item
6. Selected Financial Data.

 Not
applicable.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 THE
FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES
INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

 MANAGEMENT
DISCUSSION

 The
following discussion reflects the Company's plan of operation. This discussion should be read in conjunction with the financial statements
which are attached to this report. This discussion contains forward-looking statements, including statements regarding our expected financial
position, business and financing plans. These statements involve risks and uncertainties. The actual results could differ materially
from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed
below and elsewhere in this report, particularly under the headings "Special Note Regarding Forward-Looking Statements."

 Unless
the context otherwise suggests, "we," "our," "us," and similar terms, as well as references to "Cleartronic",
all refer to Cleartronic, Inc. and our subsidiaries as of the date of this report.

 Results
of Operations

 YEAR
ENDED SEPTEMBER 30, 2023 COMPARED TO THE YEAR ENDED SEPTEMBER 30, 2022

 Revenue

 Revenues
increased 5.67% to $2,131,955 for the year ended September 30, 2023 as compared to $2,017,563 for the year ended September 30, 2022.
The primary reason for the increase was an increase in revenue from the ReadyOp platform from $1,818,035 in 2022 to $2,022,550 in 2023.
There was also an increase in sales of ReadyOp hardware products from $33,800 in 2022 to 48,325 in 2023. Consulting fees and related
income decreased from $86,000 in 2022 to $32,850 in 2023 due primarily to a decrease in sales of thermal scanners as these were primarily
purchased by clients for operations during the COVID 19 pandemic.

 Cost
of Revenue

 Cost
of revenues decreased to $316,163 for the year ended September 30, 2023 as compared to $334,138 for the year ended September 30, 2022.
Gross profits were $1,815,792 and $1,683,425 for the years ended September 30, 2023 and September 30, 2022, respectively. Gross profit
margins increased to 85.17% for the year ended September 30, 2023 from 83.44% for the year ended September 30, 2022.

Expenses

expenses increased 32.49% to $1,761,843 for the year ended September 30, 2023 compared to $1,329,791 for the year ended September 30,
2022. The increase was primarily due to administrative expenses and selling expenses. General and administrative expenses increased by
$270,184 or 26.14% as a result of the increase in general business expenses, an increase in headcount and personnel related costs associated
with the addition of new employees. In addition, the Company's paid fees to outside consulting services that are assisting us in
obtaining FedRAMP certification. For the year ended September 30, 2023, $59,324 was paid in connection with FedRamp certification.
 There were also charitable contributions and employee holiday bonuses paid during the year. For the year ended September 30, 2023,
selling expenses were $425,498 compared to $272,521 for the year ended September 30, 2022. This increase was primarily due expenses
associated with a trade show hosted by the Company and bad debt expense. There was also an increase in advertising and travel expenses
as the Company increased its sales and marketing efforts following the COVID 19 pandemic. Research and development expenses were $27,314
for the year ended September 30, 2023, as compared to $19,742 for the year ended September 30, 2022. This increase was primarily due
to research and development expenses.

 Other
Income/(Expenses)

 The
Company's other income decreased by $44,654 from other income of $2,607 during the year ended September 30, 2023 as compared to
$47,261 in other expenses for the year ended September 30, 2022. The primary reason for this decrease was an increase in interest income
on note receivable due from a related party and offset by a settlement of certain accounts payable for the year ended September 30, 2022.

 - 5 -

 Income
before Income Taxes

 The
Company's income before income taxes was $56,556, during the year ended September 30, 2023, as compared to $400,895 for the year
ended September 30, 2022. The decrease was primarily due to expensing audit expenses, a move of the corporate headquarters, the addition
of new employees, employee related costs and costs associated with FedRAMP certification. The increased costs were partially offset by
an increase in subscriptions of ReadyOp licenses.

 Net
Income Attributable to Common Stockholders

 Net
income attributable to common stockholders was $15,518 for the year ended September 30, 2023 as compared to a net income of $359,858
for the year ended September 30, 2022. The decrease was primarily due to an increase in administrative and offset by an increase in sales
of ReadyOp licenses. The increased costs were partially due expenses related to a move of the corporate headquarters and the addition
of new employees. The preferred stock dividends remained consistent.

 Liquidity
and Capital Resources

 For
the year ended September 30, 2023, net cash provided in operations of $99,595 was the result of a net income of $56,556, depreciation
and amortization expense of $5,051, amortization of operating lease of $17,949, provision of bad debt of $97,994, an increase in accounts
payable of $10,640, and a decrease in inventory of $816. These were offset by an increase in accounts receivable of $105,537, increase
in prepaid expenses of $17,635 and an increase in deferred revenue of $52,169.

 For
the year ended September 30, 2022, net cash used in operations of $74,649 was the result of a net income of $400,895, depreciation expense
of $3,732, provision of bad debt of $14,000, gain on settlement and reversal of accounts payable of $47,792, an increase in accounts
receivable of $231,785, and a decrease of accounts payable of $36,943. These were offset by an increase in inventory of $6,444, an increase
in prepaid expenses of $6,228, and an increase in deferred revenue of $6,285.

 Net
cash used in investing activities was $50,807 for the year ended September 30, 2023 which was for the purchase of fixed assets of $6,434,
and intangible assets of $44,374.

 Net
cash used in investing activities was $ $7,483 for the year ended 2022, which was for the purchase of fixed assets of $7,483.

 Critical
Accounting Estimates

 We
prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America,
and make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses, and the related disclosures
of contingent liabilities. We base our estimates on historical experience and other assumptions that we believe are reasonable in the
circumstances. Actual results may differ from these estimates.

 The
following critical accounting policies affect our more significant estimates and assumptions used in preparing our consolidated financial
statements.

 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 $63,665 and $18,000 allowances for doubtful accounts as of September 30, 2023, and September 30, 2022, respectively.

consists of components held for assembly and finished goods held for resale or to be utilized for installation in projects. Inventory
is valued at lower of cost or net realizable value on a first-in, first-out basis. The Company's policy is to record a reserve for
technological obsolescence or slow-moving inventory items. The Company only carries finished goods to be shipped along with completed
circuit boards and parts necessary for final assembly of finished product. All existing inventory is considered current and usable.

 Recent
Accounting Pronouncements

 The
recent accounting standards that have been issued or proposed by Financial Accounting Standard Board (FASB) or other standard setting
bodies that do not require adoption until a future date are not expected to have a material impact on the financial statement upon adoption.

 The
recent accounting pronouncements are described in Note 2 to the consolidated financial statement appearing elsewhere in this report.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 Not
applicable.

 Item
8. Financial Statements and Supplementary Data.

 The
financial statements and related notes are included as part of this report as indexed in the appendix on page F-1, et seq.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None

 Item
9A. Controls and Procedures.

 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 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 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.

 - 6 -

 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 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
internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States.

 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; and

 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.

 Our
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,
2023.

 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 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
registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation
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.

 Item
9B. Other Information.

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

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

 Name

 Age

 Position

 Director
 Since

 Richard
 J. Martin

 Chairman
 and Director

 2016

 Michael
 M. Moore

 Chief
 Executive Officer and Director

 2015

 Larry
 M. Reid

 President,
 Chief Financial Officer, Secretary and Director

 1999

 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.

 Richard
J. 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 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.

 - 7 -

 Michael
M. 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. Mr. 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. He 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. Mr. 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 8000 North Federal Highway,
Suite 100, Boca Raton, Florida 33487, Attention: Corporate Secretary.

 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.

 Item
11. Executive Compensation.

 Summary
of Cash and Certain Other Compensation

 At
present, Cleartronic has two executive officers, Michael M. Moore and Larry M. Reid. Michael M. Moore is the Chief Executive Officer
of the Company. The Company executed an Employment Agreement with Mr. Moore on November 28, 2016. Under the Agreement, Mr. Moore agreed
that he shall carry out the strategic plans and policies as established by our business plan. Mr. Moore will advise us from time to time
on organization, hiring, mergers, and execution of our business plan. Mr. Moore is paid a base salary of $16,667 per month.

 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. Mr. 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, 2015. The Employment Agreement replaces the previously executed Employment
Agreement with Mr. Reid. 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.

 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. Mr. 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. Mr.
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, 2023, and 2022:

 Name
 and

 Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards ($)

 Option
 Awards ($)

 Non-Equity
 Incentive Plan Compensation ($)

 Nonqualified

 deferred

 compensation

 earnings

 ($)

 All
 Other Compensation ($)

 Total
 ($)

 Larry
 M. Reid (1)

 2022

 104,000

 5,500

 -0-

 -0-

 -0-

 -0-

 -0-

 109,500

 2023

 104,000

 -0-

 -0-

 -0-

 -0-

 -0-

 104,400

 Michael Moore
 (2)

 2022

 208,462

 20,812

 -0-

 -0-

 -0-

 -0-

 -0-

 229,274

 2023

 220,000

 3,100

 -0-

 -0-

 -0-

 -0-

 -0-

 223,100

 (1)
Mr. Reid is our Chief Financial Officer, Secretary, and a director.

 (2)
Mr. Moore is our CEO and a director.

 - 8 -

 Outstanding
Equity Awards at Fiscal Year-End

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

 Director
Compensation

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

 Item
12. 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; and

 All
 directors and officers as a group.

 Shares of Common Stock Beneficially Owned (2)

 Shares of Preferred Stock Beneficially Owned (2)

 Name of Beneficial Owner (1)

 Number

 Percent

 Number

 Percent

 Larry M. Reid (3)

 5,016,325

 2.19
 %

 511,225

 5.93
 %

 Michael Moore (4)

 5,702,988

 2.50
 %

 3,000,000

 34.18
 %

 Richard J. Martin

 1,868,202

 0.82
 %

 1,582,966

 18.37
 %

 All directors and officers as a group (one person)

 12,587,515

 5.51
 %

 5,094,199

 59.12
 %

 (1)
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.

 (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. 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. Mr. Reid owns 511,525 shares of Series C Preferred stock.
 See below for a description of our preferred stock and voting rights. Mr. Martin owns 512,996 shares of our Series A Preferred
stock and 1,070,000 shares of our Series C Preferred stock.

 (3)
Mr. Reid is our president, chief financial officer, principal accounting officer, secretary, and director.

 (4)
Mr. Moore is our Chief Executive Officer and a director. Mr. Moore 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; or

 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;

 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; and

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

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

 Pursuant
to our Articles of Incorporation establishing our preferred 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. No dividends have been declared.
 Finally, each one share of our Series C Preferred Stock shall be convertible into five shares
 of our common stock.

 A
 holder of shares of the Series D Preferred Stock is entitled, to the number of votes equal
 to the number of shares of the Series D Preferred Stock held by such holder multiplied by
 5 on all matters submitted to a vote of our stockholders. In addition, the holders
 of our Series D Preferred Stock shall be entitled to receive dividends when, as and if declared
 by the Board of Directors, in its sole discretion. No dividends have been declared.
 Finally, each one share of our Series D Preferred Stock shall be convertible into five shares
 of our common stock.

 A
 holder of shares of the Series E Preferred Stock is entitled, to the number of votes equal to the number of shares of the Series
 E Preferred Stock held by such holder multiplied by 100 on all matters submitted to a vote of our stockholders. In addition,
 the holders of our Series E Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors,
 in its sole discretion. 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.

 Item
13. Certain Relationships and Related Transactions and Director Independence.

 None

 - 9 -

 Item
14. Principal Accounting Fees and Services.

 Change
in Audit Firms

 On
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 Company's Board of Directors accepted L&W's resignation
on October 6, 2022.

 The
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 Company's 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 Company's 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.

 The
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.

 On
December 7, 2022, the Board of Directors of the Company approved the engagement of Assurance Dimensions ("Assurance") 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, 2022.

 Audit
Fees

 The
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.

 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, 2022, was $30,000.

 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, 2023, was $50,000.

 Audit
Related Fees

 The
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.

 Tax
Fees

 The
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.

 All
Other Fees

 There
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.

 There
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.

 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.

 - 10 -

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (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.

 (c)
The following exhibits are attached to this report:

 Exhibit
 No.

 Identification
 of Exhibit

 3.1**

 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.

 3.2**

 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.

 3.3**

 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.

 3.4**

 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.

 3.5**

 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.

 3.6**

 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.

 3.7**

 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.

 3.8**

 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.

 3.9**

 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.

 3.10**

 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.

 3.11**

 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.

 3.12**

 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.

 3.13**

 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.

 3.14**

 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.

 10.1**

 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.

 10.2**

 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

 10.3**

 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

 10.4**

 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

 10.5**

 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

 10.6**

 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

 10.7**

 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.

 10.8**

 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.

 10.9**

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

 10.10**

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

 10.11**

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

 10.12**

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

 10.13**

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

 10.14**

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

 31.1*

 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.

 31.2*

 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.

 32.1*

 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.

 32.1*

 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.

 *Filed
herewith.

 **Previously
filed.

 - 11 -

 SIGNATURES

 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.

 Date:
December 21, 2023

 By /s/
Michael M. Moore

 Michael
M. Moore, Chief Executive Officer

 By
 /s/ Larry M. Reid

 Larry
M. Reid, Chief Financial Officer and

 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.

 Date:
December 21, 2023

 By
 /s/ Michael M. Moore

 Michael
M. Moore, Chief Executive Officer

 By
 /s/ Larry M. Reid

 Larry
M. Reid, Chief Financial Officer and

 Principal
Accounting Officer

 - 12 -

 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 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.

 Basis
for Opinion

 These
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.

 We
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. 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 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. Accordingly, we express no such opinion.

 Our
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.

 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 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.

 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.

 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.

 Assurance Dimensions

 We
 have served as the Company's auditor since 2022.

 Margate,
 Florida

 December
 21, 2023

 F- 1

 CLEARTRONIC, INC. AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 ASSETS

 30, 2023

 30, 2022

 Current
 assets:

 Cash
 and cash equivalents

 $
 516,955

 $
 468,167

 Accounts
 receivable, net of an allowance for credit losses of $ 63,665
 as of September 30, 2023 and $ 18,000
 as of September 30, 2022

 545,573

 538,030

 21,913

 21,097

 Prepaid
 expenses and other current assets

 68,522

 53,611

 Interest
 receivable - related party

 2,724

 -

 Total
 current assets

 1,155,687

 1,080,905

 Property
 and Equipment, net

 16,526

 15,142

 Intangible
 Assets, net

 44,373

 -

 lease - right-of-use asset

 29,914

 -

 -

 Other
 assets:

 Due
 from related party

 53,302

 53,302

 Total
 other assets

 53,302

 53,302

 Total
 assets

 $
 1,299,802

 $
 1,149,349

 LIABILITIES
 AND STOCKHOLDERS' EQUITY/(DEFICIT)

 Current
 liabilities:

 Accounts
 payable and accrued expenses

 $
 85,858

 $
 75,217

 Deferred
 revenue, current portion

 1,105,580

 1,012,211

 lease liability

 24,580

 -

 Total
 current liabilities

 1,216,018

 1,087,428

 Long
 term liabilities:

 Deferred
 revenue, net of current portion

 72,100

 113,300

 lease liability - long term

 6,507

 -

 Total
 long term liabilities

 78,607

 113,300

 Total
 liabilities

 1,294,625

 1,200,728

 Commitments
 and Contingencies (See Note 6)

 Stockholders'
 equity/(deficit):

 A preferred stock - $.00001
 par value; 1,250,000
 shares authorized, 512,996
 issued and outstanding, respectively.

 B preferred stock - $.00001
 par value; 10
 shares authorized, 0
 shares issued and outstanding, respectively.c

 -

 -

 C preferred stock - $.00001
 par value; 50,000,000
 shares authorized, 3,133,503
 and 3,341,503
 shares issued and outstanding, respectively.

 D preferred stock - $.00001
 par value; 10,000,000
 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.

 Common
 stock - $.00001
 par value; 5,000,000,000
 shares authorized, 229,160,695
 and 228,120,695, shares issued and outstanding,
 respectively.

 2,291

 2,281

 Additional
 paid-in capital

 15,240,104

 15,240,112

 Accumulated
 Deficit

 ( 15,237,292
)

 ( 15,293,848
)

 Total
 stockholders' equity (deficit)

 5,177

 ( 51,379
)

 Total
 liabilities and stockholders' equity/(deficit)

 $
 1,299,802

 $
 1,149,349

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 2

 CLEARTRONIC, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For
 the Year

 Ended

 For
 the Year

 Ended

 Revenue

 $
 2,131,955

 $
 2,017,563

 Cost of Revenue

 316,163

 334,138

 Gross Profit

 1,815,792

 1,683,425

 Operating Expenses:

 Selling expenses

 425,498

 272,521

 Administrative expenses

 1,303,980

 1,033,796

 Depreciation and amortization expense

 5,051

 3,732

 Research and development

 27,314

 19,742

 Total Operating Expenses

 1,761,843

 1,329,791

 Gain on the settlement and reversal of accounts payable

 -

 47,792

 Interest income/expense, net

 2,607

 ( 531
)

 Total Other Income/(Expenses)

 2,607

 47,261

 Income before income taxes

 Provision for income taxes from continuing operations

 -

 -

 Net Income

 Preferred stock dividends Series A Preferred

 ( 41,038
)

 ( 41,037
)

 Net income( loss) attributable to
 common stockholders

 $
 15,518

 $
 359,858

 Net income (loss) per common share - basic

 $
 0.00

 $
 0.00

 Net income (loss) per common share - diluted

 $
 0.00

 $
 0.00

 Weighted Average of number of shares outstanding - basic

 228,786,339

 228,239,979

 Weighted Average of number of shares outstanding - diluted

 599,107,974

 599,601,614

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 3

 CLEARTRONIC, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CASH FLOW

 For
 the Year

 Ended

 For
 the Year Ended

 NET INCOME

 $

 $

 Cash Flows From Operating Activities

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

 Depreciation and amortization expense

 5,051

 3,732

 Amortization of operating lease - right-of-use asset

 17,949

 -

 Gain on the settlement and reversal of accounts payable

 -

 ( 47,792
)

 Provision for credit losses

 97,994

 14,000

 (Increase) decrease in assets:

 Accounts receivable

 ( 105,537
)

 ( 231,785
)

 ( 816
)

 ( 6,444
)

 Prepaid expenses and other current assets

 ( 17,635
)

 ( 6,228
)

 Due from related party

 -

 ( 8,501
)

 Increase (decrease) in liabilities:

 Accounts payable

 10,640

 ( 36,943
)

 Deferred revenue

 52,169

 ( 6,285
)

 Right-of-use assets and lease liabilities, net

 ( 16,776
)

 -

 Net Cash Provided by
 Operating Activities

 99,595

 74,649

 Cash Flows From Investing Activities

 Purchase of fixed assets

 ( 6,434
)

 ( 7,483
)

 Purchase of intangible assets

 ( 44,373
)

 -

 Net Cash Used in Investing Activities

 ( 50,808
)

 ( 7,483
)

 Cash Flows From Financing
 Activities

 -

 -

 Net (decrease) increase in cash

 48,788

 67,166

 Cash at beginning of
 year

 468,167

 401,001

 Cash at end of year

 $
 516,955

 $
 468,167

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Cash paid for interest

 $

 $

 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

 $
 47,863

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 4

 CLEARTRONIC, INC. AND SUBSIDIARIES

 CONSOLIDATED STATEMENTS OF CHANGES IN
 STOCKHOLDERS' EQUITY/(DEFICIT)

 FOR THE YEARS ENDED SEPTEMBER 30, 2023
 AND 2022

 A Preferred Stock

 B Preferred Stock

 C Preferred Stock

 D Preferred Stock

 E Preferred Stock

 Common
 Stock

 Additional
 paid-in capital

 Accumulated
 deficit

 Stockholders'
 (Deficit)/Equity

 Balance
 at September 30, 2021

 512,996

 $

 -

 $
 -

 3,341,503

 $

 670,904

 $

 3,000,000

 $

 228,578,995

 $
 2,286

 $
 15,240,107

 $
 ( 15,694,743
)

 $
 ( 452,274
)

 Share cancellation

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 458,300
)

 ( 5
)

 -

 -

 Net
 income for the year ended September 30, 2022

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Balance
 at September 30, 2022

 512,996

 $

 -

 $
 -

 3,341,503

 $

 670,904

 $

 3,000,000

 $

 228,120,695

 $
 2,281

 $
 15,240,112

 $
 ( 15,293,848
)

 $
 ( 51,379
)

 Series C Convertible
 Preferred shares exchanged for common stock

 -

 -

 -

 -

 ( 208,000
)

 ( 2
)

 -

 -

 -

 -

 1,040,000

 ( 8
)

 -

 -

 Net
 income for the year ended September 30, 2023

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Balance
 at September 30, 2023

 512,996

 $

 -

 $
 -

 3,133,503

 $

 670,904

 $

 3,000,000

 $

 229,160,695

 $
 2,291

 $
 15,240,104

 $
 ( 15,237,292
)

 $
 5,177

 The
accompanying notes are an integral part of these consolidated financial statements

 F- 5

 CLEARTRONIC,
INC. AND SUBSIDIARY

 Notes
to Consolidated Financial Statements

30, 2023 and 2022

 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, Inc. ("ReadyOp"), a Florida corporation incorporated on September 15, 2014.
ReadyOp facilitates the marketing and sales of subscriptions to the ReadyOp and ReadyMed platforms and the AudioMate IP
gateways discussed below.

 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.

 USE
 OF ESTIMATES

 In
preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the balance sheet and operations for the reporting period.

 Although
these estimates are based on management's knowledge of current events and actions it may undertake in the future, they may ultimately
differ from actual results.

 Significant
estimates include the assumptions used in valuation of deferred tax assets, estimated useful life of property and equipment, valuation
of inventory and allowance for credit losses.

 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 Treasury Bills. The Treasury Bills have remaining terms ranging from four-week month to thirteen weeks on September
30, 2023.

 Treasury Bills with
an original maturity date of three months or less are included within cash and cash equivalents on the balance sheet at September
30, 2023.

 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 $ 63,665
 and $ 18,000
 allowances for doubtful accounts as of September
30, 2023, and September 30, 2022, respectively.

 PREPAID
 EXPENSES AND OTHER CURRENT ASSETS

 Prepaid
expenses and other current assets consist primarily of deferred subscriber costs and prepaid expenses. Deferred subscriber costs totalling
$ 38,250
 and $ 38,250
 at September 30, 2023 and September 30, 2022,
respectively. Prepaid expenses totalling $ 30,272
 and $ 15,361
 at September 30, 2023 and September 30, 2022,
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.

 INTANGIBLE
 ASSETS

 The
Company's 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
legal life. The useful life is reevaluated for each reporting period. For the year ended September 30, 2023, no
amortization expense was recorded.

 The
Company evaluates intangible assets with finite lives for impairment at least annually or when events or changes in circumstances indicate
that an impairment may exist. The Company determined that none of its intangible assets were impaired during the year ended
September 30, 2023.

 CONCENTRATION
 OF CREDIT RISK

 The
Company currently maintains cash balances at one FDIC-insured banking institution. Deposits held in non interest-bearing transaction
accounts are insured up to a maximum of $ 250,000
 at all FDIC-insured institutions. As of September
30, 2023 and September 30, 2022, the Company had $ 118,140
 and $ 208,135,
respectively, in excess of FDIC insurance limits.

 RESEARCH
 AND DEVELOPMENT COSTS

 The
Company expenses research and development costs as incurred.

 For
the years ended September 30, 2023 and 2022, the Company had $ 27,314
 and $ 19,742
 respectively, in research and development costs.
Salary expenses for the year ended September 30, 2022 were reclassified for consistency with the current year presentation.

 F- 6

 REVENUE
 RECOGNITION AND DEFERRED REVENUES

 The
Company revenue recognition policy follows guidance from Accounting Standards Codification ("ASC") 606, Revenue from contract
with customers. Revenue is recognized when the Company has transferred promised goods and services to the customer and in the amount
that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The Company applies
the following five-step model in order to determine this amount:

 i.
Identification of Contact with a customer;

 ii.
Identify the performance obligation of the contract

 iii.
Determine transaction price;

 iv.
Allocation of the transaction price to the performance obligations; and

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

 The
Company generates revenue primarily through the sale of software licenses and integrated hardware. The portion of the contract that is
associated with ongoing hosting and related customer service is amortized monthly over the license period. The Company incurs certain
incremental contract costs (referred to as deferred subscriber acquisition costs, net) including selling expenses (primarily commissions)
related to acquiring customers. Deferred subscriber acquisition costs, net are included in prepaid and expenses and other current assets
on the consolidated balance sheet. Commissions paid in connection with acquiring new customers are determined based on the value of the
contractual fees. Deferred subscriber acquisition costs will be expensed as incurred on the date the revenue associated with the cost
is recognized.

 In
transactions in which hardware is sold to a customer, the Company recognizes the revenue when the hardware has been shipped to the customer.
The hardware supplied by the Company does not require a related software license and can be operated and fully functional without the
Company's software.

 From
time to time clients request special training meetings. We send employees to these meeting and charge our clients on a per diem basis.
These charges are recorded as consulting fees on our income statement.

 Customer
billings for services not yet rendered 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,
respectively, in deferred revenue.

 DISAGGREGATED
 REVENUE

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

 Schedule of disaggregated revenue

 For the years ended

 Licensing of ReadyOp Software

 $
 2,022,550

 $
 1,818,035

 Hardware Sales and Consulting

 109,405

 199,528

 Total

 $
 2,131,955

 $
 2,017,563

 DEFERRED
 REVENUE

 The
following table provides a summary of the changes included in deferred revenue during the year ended September 30, 2023 and September
30, 2022:

 Schedule of deferred revenue

 For

 For

 Beginning balance

 $
 1,125,511

 $
 1,131,796

 Additions to deferred liability (1)

 2,184,124

 2,011,278

 Deductions to deferred liability (2)

 ( 2,131,955
)

 ( 2,017,563
)

 Ending balance

 $
 1,177,680

 $
 1,125,511

 (1)

 Customer
 billings for services not yet rendered

 (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 or warrants.

 Pursuant
to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise
price from the standpoint of the security 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. Under the treasury stock method: a. 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. b. 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
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, 2023 and 2022, we had no options and warrants outstanding.

 As
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.

 F- 7

 As
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.

 As
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.

 As
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.

 The
table below details the computation of basic and diluted earnings per share ("EPS") for the years ended September 30, 2023
and 2022:

 Schedule of diluted earnings per share

 For

 For

 30, 2022

 Net income attributable to common stockholders for the period

 $
 15,518

 $
 359,858

 Weighted average number of shares outstanding

 228,786,339

 228,239,979

 Basic earnings per share

 $
 0.00

 $
 0.00

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

 Schedule of computation of diluted earnings per share

 For

 For

 Net income attributable to common stockholders for the period

 $
 15,518

 $
 359,858

 Add: Preferred stock dividends

 41,038

 41,037

 Adjusted net income

 $

 $

 Weighted average number of shares outstanding

 228,786,339

 228,239,979

 Add: Shares issued upon conversion of preferred stock

 370,321,635

 371,361,635

 Weighted average number of common and common equivalent shares

 599,107,974

 599,601,614

 Diluted earnings per share

 $
 0.00

 $
 0.00

 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 fair value:

 -
Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.

 -
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 -
Level 3: Inputs that are generally observable. 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. The carrying amounts approximate fair value. It is management's opinion that
the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

 As
of 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.

 INVENTORY

consists of components held for assembly and finished goods held for resale or to be utilized for installation in projects. Inventory
is valued at lower of cost or net realizable value on a first-in, first-out basis. The Company's policy is to record a reserve for
technological obsolescence or slow-moving inventory items. The Company only carries finished goods to be shipped along with completed
circuit boards and parts necessary for final assembly of finished product. All existing inventory is considered current and usable. The
Company recorded no reserve for obsolete inventory as of September 30, 2023 and September 30, 2022, respectively.

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

 At
September 30, 2022, inventory was $ 21,097
 of raw materials.

 ADVERTISING
 COSTS

 Advertising
costs are expensed as incurred. The Company had advertising costs of $ 95,373
 and $ 51,318
 during the years ended September 30, 2023 and
2022, respectively.

 F- 8

 RECENT
 ADOPTED ACCOUNTING PRONOUNCEMENTS

 Troubled
Debt Restructurings and Vintage Disclosures

 In
March 2022, the Financial Accounting Standards Board (the "FASB") issued ASU 2022-02, Financial Instruments – Credit
Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"), which eliminates the accounting guidance
on troubled debt restructurings ("TDRs") for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide
disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting
for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors
with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 was effective for the
Company October 1, 2022. The adoption of ASU 2022-02 did not have a material impact on the Company's consolidated financial statements.

 RECENT
 ISSUED ACCOUNTING PRONOUNCEMENTS

 The
Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued
through the date of this report will have a material impact on the Company's Financial Statements.

 In
the current year, the Company adjusted its classification of selling and administrative expenses in the Statement of Operations. For
comparative purposes, amounts in the prior years have been reclassified to conform to current year presentations. These reclassifications
had no effect on previously reported results of operations or retained earnings.

 LEASE
 ACCOUNTING

 We
determine if an arrangement is a lease, or contains a lease, at inception and record the leases in our financial statements upon lease
commencement, which is the date when the underlying asset is made available for use by the lessor.

 We
have a lease agreement with lease and non-lease components and have elected to utilize the practical expedient to account for lease and
non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct
sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of
transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately,
would be classified as an operating lease.

 We
have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception
and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities
are recognized based on the present value of lease payments over the lease term at commencement date. Because our lease does not provide
an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining
the present value of lease payments.

 In
general, leases, where we are the lessee, may include options to extend the lease term. 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. 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.

 The
tables below present information regarding the Company's operating lease assets and liabilities at September 30, 2023:

 Schedule of operating lease assets and liabilities

 Assets

 Operating lease -right-of-use assets-non-current

 $
 29,914

 $
 -

 Liabilities

 Operating lease liability

 $
 31,087

 $
 -

 Weighted-average remaining lease term (years)

 1.25

 -

 Weighted-average discount rate

 %

 -

 The componets of lease expense were as follows:

 Operating lease cost

 Amorization on right-of-use operating lease asset

 $
 17,949

 $
 -

 Lease liability expense in connection with obligation repayment

 2,429

 -

 Total operating lease costs

 $
 20,378

 $
 -

 Supplemental cash outflows information related to operation lease was as follows:

 Operating cash outflows from operating lease (obligation payment)

 $
 19,206

 $
 -

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

 $
 47,863

 $
 -

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

 F- 9

 Future
minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at September
30, 2023:

 Schedule of future minimum lease payments required under leases

 2024

 $
 26,184

 2025

 6,594

 Total undiscounted cash flows

 32,778

 Less: amount representing interest

 ( 1,691
)

 Present value of operating lease liability

 31,087

 Less: current portion of operation lease liability

 24,580

 Long-term operating lease liability

 $
 6,507

 NOTE
 3 – PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS

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

 Schedule of property and equipment net

 For
 the year

 ended

 For
 the year
 ended

 Office Equipment

 $
 28,040

 $
 21,605

 Less: Accumulated Depreciation

 ( 11,514
)

 ( 6,463
)

 Total Property and Equipment, net

 $
 16,526

 $
 15,142

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

 Schedule of intangible assets

 For
 the year
 ended

 For the year
 ended

 30, 2023

 Intangible Assets

 44,373

 -

 Total Intangible Assets, net

 $
 44,373

 $
 -

 Depreciation
and amortization expense for the years ended September 30, 2023 and 2022, was $ 5,051
 and $ 3,732,
respectively.

 NOTE
 4 - EQUITY TRANSACTIONS

 Preferred
Stock Dividends

 As
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.

 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 7,373,403
 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;

 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; and

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

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

 Pursuant
to our Articles of Incorporation establishing our preferred stock:

 A
 holder of shares of the Series A Preferred Stock is entitled to the number of votes equal to the number of shares of the Series A
 Preferred Stock held by such holder multiplied by one on all matters submitted to a vote of our stockholders. Each one share of our
 Series A Preferred Stock shall be convertible into 100
 shares of our common stock. Each holder of
 Series A Preferred Stock is entitled to receive cumulative dividends at the rate of 8 %
 of $ 1.00
 per annum on each outstanding share of Series
 A Preferred Stock then held by such holder, on a pro rata basis.

 A
 holder of shares of the Series B Preferred Stock is entitled to one vote per share on all matters submitted to a vote of our stockholders.
 If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred
 Stock at any given time, regardless of their number, shall have voting rights equal to two times the sum of the total number of shares
 of our common stock which are issued and outstanding at the time of voting, plus the total number of shares of any shares of our
 preferred stock which are issued and outstanding at the time of voting. A holder of shares of the Series B Preferred Stock shall
 have no conversion rights or rights to dividends.

 A
 holder of shares of the Series C Preferred Stock is entitled to the number of votes equal to the number of shares of the Series C
 Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders. In addition, the holders
 of our Series C Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its
 sole discretion. No dividends have been declared. Finally, each one share of our Series C Preferred Stock shall be convertible into
 five shares of our common stock.

 A
 holder of shares of the Series D Preferred Stock is entitled to the number of votes equal to the number of shares of the Series D
 Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders. In addition, the holders
 of our Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its
 sole discretion. No dividends have been declared. Finally, each one share of our Series D Preferred Stock shall be convertible into
 five shares of our common stock.

 A
 holder of shares of the Series E Preferred Stock is entitled to the number of votes equal to the number of shares of the Series E
 Preferred Stock held by such holder multiplied by 100
 on all matters submitted to a vote of our
 stockholders. In addition, the holders of our Series E Preferred Stock shall be entitled to receive dividends when, as and if declared
 by the Board of Directors, in its sole discretion. 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.

 Common
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.

 F- 10

 Cancellation
of Shares

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.

 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, 2023, no
common stock was repurchased.

 NOTE
 5 - RELATED PARTY TRANSACTIONS

 Through
December 1, 2021, the Company leased its office space from VoiceInterop, the Company's former wholly owned subsidiary and now 96 %
 owned by our shareholders for approximately $ 1,400
 per month. On February 14, 2020, VoiceInterop
was deconsolidated and is no longer our subsidiary.

 Rent
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.

 As
of December 31, 2022, the Company advanced $ 53,302
 to VoiceInterop, the Company's former wholly
owned subsidiary and now 96 %
 owned by our shareholders. The amount is included
in due from related party on the consolidated balance sheet. 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.

 NOTE
 6 - COMMITMENTS AND CONTINGENCIES

 Obligation
Under Operating Lease

 On
December 2, 2022, and effective on January 1, 2023, the Company signed a two-year lease of 1,145
 square feet for our principal offices in Clearwater,
Florida. The monthly rent is $ 2,134
 in year one and increases to $ 2,198
 in year two. The lease expires on December 31,
2024. On January 1, 2023, upon adoption of ASC 842, the Company will recognize right-to-use assets as operating leases
and operating lease obligations.

 On
December 1, 2021, the Company signed a one year lease approximately 2,000
 square feet for our principal offices in Boca
Raton, Florida. The monthly rent is $ 2,200.
The lease expired on November
30, 2022.

 Rent
expense incurred during the years ended September 30, 2023 and 2022 was $ 22,722
 and $ 26,973,
respectively.

 Revenue
and Accounts Receivable Concentration

 For
the year ended September 30, 2023, one customer accounted for 11.13 %
 of the Company's revenues.

 No
customer accounted for more than 10 %
 of the Company's revenue for the year ended
September 30, 2022.

 As
of September 30, 2023, no customers accounted for more than 10 %
 of the Company's total outstanding accounts
receivable.

 As
of September 30, 2022, no customer accounted for more than 10 %
 of the Company's total outstanding accounts
receivable.

 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. 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.

 Employment
Agreements

 In
December 2016, the Board of Directors accepted the resignation of Larry M. Reid as Chief Executive Officer of the corporation and appointed
Mr. Reid as Chief Financial Officer. The Board also appointed Michael M. Moore as Chief Executive Officer.

 Under
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.

 Under
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.

 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. ("USFRF") 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.

 The
Agreement is effective April 25, 2017 and continues until the later of the date that no Licensed Patent remains a pending application
or an enforceable patent or the date on which the Licensee's obligation to pay royalties expires.

 The
Company agreed to pay USFRF a royalty of 3 %
 for sales of all Licensed Products and Licensed
Processes and agreed to pay USFRF minimum royalty payments of $8,000 for fiscal year 2022 and thereafter on the same date, for the life
of the agreement.

 In
the event the Company proposes to sell any Equity Securities, then USFRF will have the right to purchase 5 %
 of the securities issued in such offering on
the same terms and conditions are offered to other purchasers in such financing. As of September 30, 2023 and 2022, the Company has recorded
$ 6,000
 and $ 8,000
 for the minimum royalty for the fiscal year ended
2023 and 2022.

 F- 11

 NOTE
 7 - 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. 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.

 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, 2023 and 2022.

 The
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. The Company's U.S. federal income tax returns for tax
years 2020 through 2023 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, 2023 and 2022 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, 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.

 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, 2023 and 2022, respectively are as follows:

 Schedule of deferred income tax assets

 Depreciation

 $
 1,750

 $
 2,842

 Allowance for credit losses

 40,717

 15,880

 Net operating loss carryforward

 3,449,013

 3,493,201

 Net deferred income tax asset

 3,491,480

 3,511,923

 Less: valuation allowance

 ( 3,491,480
)

 ( 3,511,923
)

 Total deferred income tax assets

 $
 -

 $
 -

 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

 Federal statutory taxes

 $
 11,224

 $
 79,558

 State income taxes, net of federal benefit

 3,111

 22,049

 Change in tax estimates

 26,586

 Less: Valuation allowance, non-deductible items

 3,267

 2,100

 Change in valuation allowance

 ( 44,188
)

 ( 104,557
)

 $
 - 0 -

 $
 - 0 -

 Federal statutory Income tax rate

 21.00
 %

 21.00
 %

 State taxes, net of federal benefit

 4.35
 %

 4.35
 %

 Effective rate of deferred tax asset

 25.35
 %

 25.35
 %

 Less: Valuation allowance

 ( 25.35
 %)

 ( 25.35
 %)

 Effective income tax rate

 0.00
 %

 0.00
 %

 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.

 F- 12