What changed in this filing

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Item 9A. Controls and Procedures

2021-02-18 compared with 2020-01-14 · 296 added, 231 removed, 660 unchanged (44% of the section changed)

37 unchanged sentences

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 threer directors, who have expertise in the business of Cleartronic.

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

Upon receipt of sufficient funds either from revenues or through receipt of funds from debt or sales of our common stock and preferred stock, we intend to seek directors and officers who would be able to assist in the execution of our business plan.

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Prior to joining the Cleartronic team, Martin served as CEO of SMARTLogix, Inc., a petroleum logistics technology company which he founded in 2000.

With Martin at the helm for 15 years, SMARTLogix was positioned as the dominant player in the market and was acquired by a private equity firm in 2015.

Graduating with an Engineering degree from The University of Buffalos School of Engineering, Martin was immediately recruited by Exxon to join their Management Development Program where he quickly rose through the ranks.

Following a considerable tenure at Exxon, he leaped into entrepreneurship by purchasing a small Exxon distributorship in the Carolinas.

As a result of his capable management, Culp Petroleum was transformed into a large southeast regional distribution company.

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

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.

A proven leader in building companies and incorporating innovations, as well as a current member of several boards driving technology and growth, Martin will prove instrumental in guiding Cleartronics future.

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

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

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

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

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

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.

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Corporate Secretary.

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

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.

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Summary of Cash and Certain Other Compensation

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

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

Moore and Larry M.

We executed an Employment Agreement with Mr.

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.

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

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

Unless Cleartronic shall have given Mr.

Moore written notice at least 30 days prior to the Termination Date, the Agreement shall automatically renew and continue in effect for additional one-year periods (and all provisions of this anniversary from such original Termination Date shall thereafter be designated as the "Termination Date" for all purposes under the Agreement, provided, however, that we may, at our election at any time after the expiration of the initial term of the Agreement, give Mr.

Moore notice of Termination, in which event he shall continue to receive, as severance pay, six months of his base salary, if any, or the amount due through the next "Termination Date", whichever is less.

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

The Company executed an Employment Agreement with Mr.

Reid on March 13, 2015.

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

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

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

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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.

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Reid 200,000 shares of Series C Preferred stock.

Moore is the Chief Executive Officer of the Company.

We executed an Employment Agreement with Mr.

Moore on November 28, 2016.

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

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

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.

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

Under the Agreement, Mr.

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

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

Summary Compensation Table

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Michael Moore (2)

Reid is our President, Chief Financial Officer ,Principal Accounting Officer, Secretary, and a director.

Reid is our Chief Financial Officer, Secretary, and a director.

Moore is our CEO and a director.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information for each of our named executive officers as of the end of our last completed fiscal year, September 30, 2019:

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Michael Moore (2)

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

Moore is our CEO and a director.

Employment Agreements

See Summary of Cash and Certain Other Compensation, above.

Our Executive Officers have not received any equity awards for the years ended September 30, 2020 and 2019.

Director Compensation

See Summary of Cash and Certain Other Compensation, above.

Our Directors have not received compensation for the years September 30, 2020 and 2019.

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 more than five percent of the outstanding shares of our common stock;

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

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50,000,000 shares have been designated as Series C Preferred Stock, 4,433,375 of which are issued and outstanding;

· 10,000,000 shares have been designated as Series D Preferred Stock, 670,904 of which are issued and outstanding.

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

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

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Certain Relationships and Related Transactions and Director Independence

See Summary of Cash and Certain Other Compensation, above.

The Company leases its office space from VoiceInterop the Company's former wholly owned subsidiary and now 96% owned by our shareholders.

On February 14, 2020, VoiceInterop was deconsolidated and is no longer our subsidiary.

Rent expense paid to the related party was $31,532 and $46,192 for the years ended September 30, 2020 and 2019, respectively.

In October 2019, the Company acquired a software platform from Collabria LLC.

In exchange for this asset, the Company issued 12,000,000 shares of Common stock valued at historical costs of $0.

In October 2017, the Company issued two promissory notes to a shareholder and director in the amounts of $15,000 each.

The notes bear interest at 8% per annum and mature June 30, 2019.

The note was converted to an installment promissory note on September 30, 2019.

During the year ended September 30, 2020, the Company owed $16,262 to two officers, of which $7,262 is included in liabilities from discontinued operations.

The loan is non-interest bearing and payable on demand.

As of September 30, 2020 the loan balance of $9,000 was paid in full and $7,262 included in liabilities from discontinued operations was deconsolidated as of February 14, 2020.

On September 30, 2019, the note holder, who is a shareholder and director, converted $65,000 of note payable and $10,279 of accrued interest into an installment promissory note.

The note is due on September 30, 2021 and bears an interest rate of 8%.

The note requires a monthly payment of $3,405 for the next 24 months.

As of September 30, 2020 and September 30, 2019 the balance due was $48,447 and $75,279, respectively.

On June 18, 2019, the note holders converted $65,000 of notes payable, $22,302 of accrued interest and $7,204 of accrued dividends into 3,150,199 shares of common stock.

On September 20, 2019, the shareholder converted $80,596 of accrued dividends into 1,611,912 shares of common stock.

On June 18, 2020, the Company entered into an unsecured note receivable in the amount of $10,000 with a shareholder which bears interest at 6% and matures on August 31, 2020.

The maturity of the note receivable in the amount of $10,000 was extended to March 31, 2021.

On June 25, 2020, the Company entered into an unsecured note receivable in the amount of $15,000 with a shareholder which bears interest at 6% and matures on August 31, 2020.

The maturity of the note receivable in the amount of $15,000 was extended to March 31, 2021.

As of September 30, 2020, the Company advanced $13,420 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 demand and is non-interest bearing.

Principal Accounting Fees and Services.

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, 2019 and 2018 were $46,000 and $26,000, respectively.

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, 2020 and 2019 were $46,000 and $46,000, respectively.

Audit Related Fees

The aggregate audit-related fees billed by Liggett & Webb PA for professional services rendered for the audit of our annual financial statements for the fiscal years ended September 30, 2019 and 2018 was $27,500 and $ 0, respectively.

The aggregate tax fees billed by Liggett & Webb PA professional services rendered for tax services for the fiscal years ended September 30, 2019 and 2018 was $1,200 and $1,200, respectively.

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 years ended September 30, 2020 and 2019 was $3,300 and $27,500, respectively.

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

professional services rendered for tax services for the fiscal years ended September 30, 2020 and 2019 was $1,200 and $1,200, respectively.

All Other Fees

There were no other fees billed by Liggett & Webb PA for professional services rendered during the fiscal years ended September 30, 2019 and 2018, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

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

for professional services rendered during the fiscal years ended September 30, 2020 and 2019, 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

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

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

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

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

4 unchanged sentences

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.

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

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

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

Filed herewith.

Certification of Michael M.

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CLEARTRONIC, INC.

January 14, 2020 By /s/ Michael M.

February 18, 2021

/s/ Michael M.

Moore, Chief Executive Officer

By /s/ Larry M.

Reid, Chief Financial Officer and

1 unchanged sentence

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.

January 14, 2020

February 18, 2021

By /s/ Michael M.

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In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2020 and 2019, and the results of its operations and its cash flows for the years ended September 30, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company has a net loss, a working capital deficit of and an accumulated deficit.

These factors raise substantial doubt about the Company's ability to continue as a going concern.

Managements plans in regard to these matters are described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

Basis for Opinion

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

/s/Liggett & Webb, P.A.

LIGGETT & WEBB, P.A.

2 unchanged sentences

Boynton Beach, Florida

February 17, 2021

CLEARTRONIC, INC.

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Prepaid expenses and other current assets

Note receivable

Assets from discontinued operations

Total current assets

Property and Equipment, net

Other assets:

ReadyOp software platform (net of amortization)

ReadyOp customer list (net of amortization)

Due from related party

ReadyOp and ReadyMed software platforms (net of amortization)

Total other assets

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Notes payable stockholders

Note payable, current portion

Customer deposits

3 unchanged sentences

Notes payable stockholders, net of current portion

Note payable, net of current portion

Deferred revenue, net of current portion

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Total Other Income (Expense)

Loss from continuing operations before income taxes

Income taxes from continuing operations

Loss from continuing operations

Income/(Loss) from continuing operations before income taxes

Provision for income taxes from continuing operations

Income/(Loss) from continuing operations

Discontinued operations

Loss from discontinued operations

Income taxes from discontinued operations

Provision for Income taxes from discontinued operations

Loss from discontinued operations

Net Income/(Loss)

Preferred stock dividends Series A Preferred

Net loss attributable to common stockholders

Net loss per share - basic and diluted

Loss from Continuing Operations

Net income (loss) attributable to common stockholders

Net income/(loss) per share - basic and diluted

Income/(loss) from Continuing Operations

Loss from discontinued operations

Net loss per common share - basic and diluted

Weighted Average of number of shares outstanding

basic and diluted

Net income/(loss) per common share - basic and diluted

Weighted Average of number of shares outstanding - basic and diluted

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

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FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

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

NET INCOME/(LOSS)

Adjustments to reconcile net loss to net cash used in

operating activities:

Amortization of ReadyOp software platform

Amortization of ReadyOp customer list

Provision for bad debt

Depreciation expense

Provision (Recovery) for bad debt

Income from settlement of accounts payable

(Increase) decrease in assets:

1 unchanged sentence

Prepaid expenses and other current assets

Due from related party

Assets from discontinued operations

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Cash Flows From Investing Activities

Purchase of fixed assets

Issuance of note receivable

Issuance of note receivable - discontinued operations

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Proceeds from notes payable stockholders'

Proceeds from note payable

Repayment of notes payable stockholders

Proceeds from loan payable - related party - discontinued operations, net of repayment

Proceeds from issuance of common stock

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Net Cash Provided by Financing Activities

Net increase (decrease) in cash

Net increase in cash

Cash at beginning of year

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Supplemental disclosure of non-cash investing and financing activities:

Operating lease asset obtained for operating lease liability from discontinued operations

Deconsolidation of Voiceinterop, Inc.

Common stock issued for conversion of note payable, accrued interest and accrued dividends - related parties

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEAR ENDED SEPTEMBER 30, 2019 AND 2018

FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

Series A Preferred Stock

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Series E Preferred Stock

Stockholders'

Balance at September 30, 2017

$ (15,511,703)

Series A Convertible Preferred shares exchanged for Series C Convertible Preferred shares

Series b Convertible Preferred shares exchanged for Series C Convertible Preferred shares

Net loss for the year ended September 30, 2018

Additional paid-in

Total Stockholders'

Balance at September 30, 2018

9 unchanged sentences

$ (1,177,381)

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

Acquisition of ReadyMed platform in exchange for common shares

Deconsolidation of Voiceintrop, Inc.

Net loss for the year ended September 30, 2020

Balance at September 30, 2020

$ (16,055,841)

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

CLEARTRONIC, INC.

6 unchanged sentences

The Company's subsidiaries are VoiceInterop ("VoiceInterop") and ReadyOp Communications, Inc.

On February 14, 2020, VoiceInterop was deconsolidated.

In September 2014, the Company formed ReadyOp Communications, Inc.

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All VoiceInterop transactions have been recorded as discontinued operations.

The Companys history is being reviewed by the Financial Industry Regulatory Authority (FINRA) and as of the date of this filing the review has not been completed.

No dividends can be distributed until that review by FINRA is completed and approved.

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

(See Note 11).

In October 2019, the Company acquired a 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 communication platform designed for the health care industry.

This includes hospitals, clinics, doctor's offices and health insurance companies and many other segments of the health care industry.

It provides hospitals with patient tracking capability within the hospital.

It allows physicians to track patient progress after release from the hospital and allows for secure communication with the patient to track the healing process, record their recovery and monitor their medications.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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All material intercompany transactions and balances have been eliminated.

All VoiceInterop transactions have been recorded as discontinued operations.

On February 14, 2020, the deconsolidation of VoiceInterop was completed and transactions through that date are recorded as discontinued operations.

(See Note 11).

USE OF ESTIMATES

1 unchanged sentence

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 intangible assets, valuation of inventory and allowance for doubtful accounts.

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

CASH AND CASH EQUIVALENTS

6 unchanged sentences

The Company provided $6,000 and $52,000 allowances for doubtful accounts as of September 30, 2020 and September 30, 2019, respectively.

PROPERTY AND EQUIPMENT

Property and equipment is 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 onset the property and equipment is put into service.

ASSET ACQUISITION

In October 2019, the Company acquired a software platform from Collabria LLC ("ReadyMed software platform").

In exchange for this asset, the Company issued 12,000,000 shares of Common stock valued at historical costs of $600,000.

ReadyMed is a web based secure communication platform designed for the health care industry.

This includes hospitals, clinics, doctor’s offices and health insurance companies and many other segments of the health care industry.

It provides hospitals with patient tracking capability within the hospital.

As of the acquisition date, the Company has recorded an estimated historical cost of the ReadyMed software platform based on a preliminary purchase price allocation prepared by management.

As a result, during the preliminary purchase price allocation period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired.

After the preliminary purchase price allocation period, the Company recorded adjustments to assets acquired subsequent to the purchase price allocation period in the period in which the adjustments were determined.

Accordingly, the ReadyMed software platform purchased price was adjusted.

As of September 30, 2020, the ReadyMed software platform is valued at historical costs of $0.

In November 2016, the Company acquired the ReadyOp software platform and the Collabria customer base from Collabria LLC.

1 unchanged sentence

This valuation was based on internal calculations and validated by a third party valuation expert.

The ReadyOp software platform was valued at $195,600 to be amortized over three years, amortization expense recognized for the years ended September 30, 2019 and 2018 was $65,196 and $65,196, respectively.

The Collabria customer base was valued at $96,640 to be amortized over two years, amortization expense recognized for the years ended September 30, 2019 and 2018 was $8,046 and $48,324, respectively.

The ReadyOp software platform was valued at $195,600 to be amortized over three years, the amortization expense for the years ended September 30, 2020 and 2019 was $10,878 and $65,196, respectively.

As of September 30, 2020, ReadyOp software platform has been fully amortized.

The Collabria customer base was valued at $96,640 to be amortized over two years, amortization expense for the years ended September 30, 2020 and 2019 was $0 and $8,046, respectively.

As of September 30, 2019, the Collabria customer base has been fully amortized.

2 unchanged sentences

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

At September 30, 2020 and September 30, 2019, the Company had approximately $0 and $0, respectively in excess of FDIC insurance limits.

RESEARCH AND DEVELOPMENT COSTS

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REVENUE RECOGNITION AND DEFERRED REVENUES

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2014-09, "Revenue from Contracts with Customers (Topic 606),"

which supersedes the revenue recognition requirements in Accounting Standards Codification 605, "Revenue Recognition."

This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.

In August 2015, the FASB issued ASU No.

2015-14, which deferred the effective date of the new revenue standard by one year, and allowed entities the option to early adopt the new revenue standard as of the original effective date.

There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance.

The requirements for these standards relating to Topic 606 are effective for interim and annual periods beginning after December 15, 2017.

This standard permitted adoption using one of two transition methods, either the retrospective or modified retrospective transition method.

The Company adopted these standards at the beginning of fiscal year 2019 using the modified retrospective method.

The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

The adoption of these standards did not have a material impact on the Company's consolidated statements of operations during the year ended September 30, 2019.

The Company revenue recognition policy follows guidance from Accounting Standards Codification (ASC) 606, Revenue from contract with customers.

4 unchanged sentences

Determine transaction price;

Allocation of the transaction price to the performance obligations;

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

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

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Deferred subscriber acquisition costs will be amortized over the license period.

As of September 30, 2020 and 2019, respectively, the Company recorded $20,900 in deferred subscriber costs, which is included as a component of prepaid expense.

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.

The Company allocates the transaction price to each performance obligation based on a relative standalone selling price.

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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.

The adoption of this standard did not have a material impact on the Company's consolidated statements of operations during the year ended September 30, 2019.

EARNINGS PER SHARE

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FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted ASC topic 820, Fair Value Measurements and Disclosures (ASC 820), formerly SFAS No.

157 Fair Value Measurements, effective January 1, 2009.

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.

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ReadyOp software platform, net of amortization

September 30,

ReadyOp software platform, net of amortization

ReadyOp customer list, net of amortization

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

14 unchanged sentences

however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model.

This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

The adoption of ASU 2016-02 will have a material impact on its balance sheet as the Company will record material assets and obligations primarily related to its office space lease.

The Company expects to record right-of-use and the corresponding operating lease liability of approximately $79,000 based on the present value of the remaining minimum rental payments using discount rates as of the application date.

The Company also expects to record the right of use assets of approximately $75,000 based upon the operations lease liability adjusted deferred rent.

The amount will be included in assets and liabilities from discontinued operations.

The Company does not expect to have a material impact on its statement of income or statement of cash flows.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2014-09, "Revenue from Contracts with Customers (Topic 606),"

which supersedes the revenue recognition requirements in Accounting Standards Codification 605, "Revenue Recognition."

In August 2015, the FASB issued ASU No.

2015-14, which deferred the effective date of the new revenue standard by one year, and allowed entities the option to early adopt the new revenue standard as of the original effective date.

There have been multiple standards updates amending this guidance or providing corrections or improvements on issues in the guidance.

The requirements for these standards relating to Topic 606 are effective for interim and annual periods beginning after December 15, 2017.

This standard permitted adoption using one of two transition methods, either the retrospective or modified retrospective transition method.

The Company adopted these standards at the beginning of fiscal year 2019 using the modified retrospective method.

The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

The adoption of these standards did not have a material impact on the Company's consolidated statements of operations during the year ended September 30, 2019.

NOTE 3 - GOING CONCERN

The Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company reported a net loss of approximately $176,000 and $532,000 for the years ended September 30, 2019 and 2018, respectively.

As of September 30, 2019, the Company has an accumulated deficit of approximately $16.2 million and a working capital deficit of approximately $1.05 million.

The Company believes the acquisition of the ReadyOp software platform in 2016 was a prudent purchase by the Company.

Additional revenue has been generated for the Company and management believes revenue will continue to increase each quarter.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.

Management is currently seeking funding from significant shareholders and outside funding sources sufficient to meet its minimal operating expenses.

However, management cannot provide any assurances that the Company will be successful in accomplishing any of its capital funding plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

This standard became effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

The Company adopted this standard effective October 1, 2019 which are fully discussed in Note 11.

All other newly issued accounting pronouncements are either immaterial or not applicable.

NOTE 3 - EQUIPMENT

At September 30, 2020 and 2019, property and equipment, net, is as follows:

September 30, 2020

September 30, 2019

Office Equipment

Accumulated Depreciation

Total Property and Equipment, net

Depreciation expense for the years ended September 30, 2020 and 2019, was $602 and $0, respectively

NOTE 4 - DEFERRED INCOME TAXES

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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.

NOTE 5 - NOTES RECEVABLE

On June 18, 2020, the Company entered into an unsecured note receivable in the amount of $10,000 with a shareholder which bears interest at 6% and matures on August 31, 2020.

The maturity of the note receivable in the amount of $10,000 was extended to March 31, 2021 (See note 9).

As of September 30, 2020, interest receivable was $170.

On June 25, 2020, the Company entered into an unsecured note receivable in the amount of $15,000 with a shareholder which bears interest at 6% and matures on August 31, 2020.

The maturity of the note receivable in the amount of $15,000 was extended to March 31, 2021 (See Note 9).

As of September 30, 2020, interest receivable was $239.

NOTE 6 - LIQUIDITY

Cash and cash equivalents increased by $48,285 during the fiscal year ended September 30, 2020, to $75,893.

Net cash used in operating activities for the fiscal year ended September 30, 2020, was $1,802 compared to $69,357 for the fiscal year ended September 30, 2019.

At September 30, 2020, our total liabilities were $1,180,128, which included $253,372 in accounts payable, $43,457 in accrued expenses, $48,447 in notes payable stockholders, $106,727 in PPP note payable and $728,125 in deferred revenue.

Deferred revenues are comprised of revenues from our annual ReadyOp subscriptions which are recognized over the period of the contract that is typically twelve months.

NOTE 7 - NOTES PAYABLE

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As of September 30, 2020 and September 30, 2019, the Company had unsecured notes payable to stockholders totaling $48,447 and $92,869, respectively.

These notes range in interest from 8% to 15% which are payable quarterly.

One note with a principal balances of $17,588 is due on December 31, 2019.

On September 30, 2019, the note holder converted $65,000 of note payable and $10,279 of accrued interest into an installment promissory note with a principal balance of $75,279.

One note with a principal balance of $17,588 was due on December 31, 2019.

The maturity of the note payable in the amount of $17,588 was extended to August 31, 2020 and was paid in full including $8,002 in accrued interest.

On September 30, 2019, a note holder converted $65,000 of note payable and $10,279 of accrued interest into an installment promissory note with a principal balance of $75,279.

The note is due on September 30, 2021 and bears an interest rate of 8%.

This note requires a monthly payment of $3,405 for the next 24 months.

As of September 30, 2020 and September 30, 2019 the balance due was $48,447 and $75,279, respectively.

On June 18, 2019, two note holders converted $65,000 of notes payable, $22,302 of accrued interest and $7,204 of accrued dividends into 3,150,199 shares of common stock at a conversion price of $0.03 per share.

(See Note 8 and 9).

In October 2017 and February 2018, the Company repaid the principal amount of a note payable totaling $15,782 to a shareholder.

In October 2017, the Company issued two promissory notes to a shareholder and director in the amount of $15,000 each.

The notes bear 8% interest and mature on June 30, 2019.

The note was converted to installment promissory note on September 30, 2019 (See an installment promissory note dated September 30, 2019 above).

Interest expense on the notes payable to stockholders was $9,136 and $11,155 for the years ended September 30, 2020 and 2019, respectively.

Installment Loan Payable

On December 14, 2018, VoiceInterop entered into a Business Loan Agreement with WebBank whereby VoiceInterop borrowed $59,751, of this amount $15,491 was recorded as debt issuance cost.

The agreement calls for 308 installments of $194 paid over 432 days.

The debt issuance cost is amortized over the life of the loan.

As of September 30, 2019, the loan balance is $14,587, net of debt issuance cost of $5,200.

The amount is included in liabilities from discontinued operations (see Note 9).

September 30, 2020

September 30, 2019

Note payable stockholder

current portion

Long-term note payable

On June 10, 2020, the Company, was granted a loan (the "Loan") from Bank of America, N.A., in the aggregate amount of $106,727, pursuant to the Paycheck Protection Program (the "PPP") under Division A, Title I of the CARES Act, which was enacted March 27, 2020.

The Loan, which was in the form of a Note dated on or about June 10, 2020 issued by the Borrower, matures on or about June 10, 2025 and bears interest at an approximate rate of 1% per annum.

The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties.

Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before February 15, 2020.

The Company intends to use the entire Loan amount for qualifying expenses.

Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.

On December 2, 2019, the Company issued a promissory note in the amount of $50,000.

The note bears 6% interest and matured on February 29, 2020.

As of September 30, 2020 the loan balance of $50,000 and interest of $732 was paid in full.

September 30, 2020

September 30, 2019

current portion

Long-term note payable

Future minimum loan payable payments are as follows for the years ended September 30,

NOTE 8 - EQUITY TRANSACTIONS

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On June 18, 2019, the note holders converted $65,000 of notes payable, $22,302 of accrued interest and $7,204 of accrued dividends into 3,150,199 shares of common stock (See Note 7).

Common stock issued for Ready Med Platform

In October 2019, the Company acquired the software platform from Collabria LLC, a related party.

In exchange for these assets the Company issued 12,000,000 shares of Common stock valued at historical costs of $0 (See Note 2).

Preferred Stock Dividends

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On September 20, 2019, the shareholder converted $80,596 of accrued dividends into 1,611,912 shares of common stock (See Note 9).

As of September 30, 2019 and 2018, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $41,920 and $88,683, respectively.

Subscription Agreements between VoiceInterop, Inc., our wholly-owned subsidiary and private investors

During the year ended September 30, 2018, Voiceinterop committed to sell 600,000 shares of its common stock to private investors for $68,000.

The shares issuance is contingent upon a spin-off of the Company from Cleartronic, Inc.

into a separate company.

As of September 30, 2019, $68,000 is recorded as due to unrelated parties as the spin-off has not been completed and the shares have not been issued.

This amount is included in liabilities from discontinued operations (See Note 9).

Declaration of Stock Dividend

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The record date of the dividend distribution shall be defined as the first business day following an effective statement from the United States Securities and Exchange Commission ("SEC") regarding a pending S-1 filing.

On May 13, 2019 Voiceinterop filed an S-1 registration statement with the SEC.

The Company will distribute 17,819,548 shares of VoiceInterop common stock to its shareholders.

May 13, 2019 VoiceInterop filed an S-1 registration statement with the SEC which was approved on November 14, 2019.

On February 14, 2020, the Company distributed 17,819,827 shares of VoiceInterop common stock to its shareholders (See Note 11).

The Company recorded $225,316 to additional paid in capital for deconsolidation of VoiceInterop, Inc.

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company leases its office space from another entity that is also a stockholder.

The Company leases its office space from VoiceInterop the Company's former wholly owned subsidiary and now 96% owned by our shareholders.

On February 14, 2020, VoiceInterop was deconsolidated and is no longer our subsidiary.

Rent expense paid to the related party was $31,532 and $46,192 for the years ended September 30, 2020 and 2019, respectively.

In October 2017 and February 2018, the Company repaid the principal amount of a note payable totaling $15,782 to a shareholder.

In October 2019, the Company acquired a software platform from Collabria LLC.

In exchange for this asset, the Company issued 12,000,000 shares of Common stock valued at historical costs of $0 (See Note 2).

In October 2017, the Company issued two promissory notes to a shareholder and director in the amounts of $15,000 each.

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The note was converted to an installment promissory note on September 30, 2019 (See below and Note 7).

On September 30, 2019, the note holder converted $65,000 of note payable and $10,279 of accrued interest into an installment promissory note.

During the year ended September 30, 2020, the Company owed $16,262 to two officers, of which $7,262 is included in liabilities from discontinued operations.

The loan is non-interest bearing and payable on demand.

As of September 30, 2020 the loan balance of $9,000 was paid in full and $7,262 included in liabilities from discontinued operations was deconsolidated as of February 14, 2020 (See Note 7 and 11).

On September 30, 2019, the note holder, who is a shareholder and director, converted $65,000 of note payable and $10,279 of accrued interest into an installment promissory note.

The note is due on September 30, 2021 and bears an interest rate of 8%.

The note requires a monthly payment of $3,405 for the next 24 months (See Note 5).

The note requires a monthly payment of $3,405 for the next 24 months.

As of September 30, 2020 and September 30, 2019 the balance due was $48,447 and $75,279, respectively (See Note 7).

On June 18, 2019, the note holders converted $65,000 of notes payable, $22,302 of accrued interest and $7,204 of accrued dividends into 3,150,199 shares of common stock (See Note 7 and 8).

On September 20, 2019, the shareholder converted $80,596 of accrued dividends into 1,611,912 shares of common stock (See Note 8).

On December 17, 2018, VoiceInterop entered into an unsecured promissory note with a shareholder which bears interest at 8% plus a issue discount and matures on February 10, 2019.

On February 14, 2019 the Company granted a 30 day extension to the shareholder.

On March 6, 2019, the shareholder repaid the full principal amount of $25,000 along with $1,770 in interest of a promissory note held by the Company.

The interest income is included in income from discontinued operations (See Note 9).

On June 18, 2020, the Company entered into an unsecured note receivable in the amount of $10,000 with a shareholder which bears interest at 6% and matures on August 31, 2020.

The maturity of the note receivable in the amount of $10,000 was extended to March 31, 2021 (See Note 5).

On June 25, 2020, the Company entered into an unsecured note receivable in the amount of $15,000 with a shareholder which bears interest at 6% and matures on August 31, 2020.

The maturity of the note receivable in the amount of $15,000 was extended to March 31, 2021 (See Note 5).

As of September 30, 2020, the Company advanced $13,420 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 demand and is non-interest bearing.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Obligation Under Operating Lease

The Company leases approximately 1,700 square feet for its principal offices in Boca Raton, Florida at a monthly rental of approximately $3,500, which expired in November 2018.

VoiceInterop executed a new 3-year lease with its current landlord on December 1, 2018 for the same office space.

The lease provided one month free as a concession.

The monthly rent is $3,630 and provides for annual increases of base rent of 4% until the expiration date.

The lease expires on November 30, 2021.

The Company leases approximately 1,700 square feet for its principal offices in Boca Raton, Florida at a monthly rental of approximately $4,200, which expired November 2018.

Upon the deconsolidation, the Company subleases the office space from VoiceInterop at approximately $1,400 per month which expires on November 30, 2021.

Rent expense incurred during the years ended September 30, 2020 and 2019 was $31,532 and $46,192, respectively.

VoiceInterop subleases part of its office space to two entities for approximately $1,150 per month.

Sublease rental income received during years ended September 30, 2019 was $11,488 and $0, respectively.

Future lease commitments are as follows for the years ended September 30:

Revenue and Accounts Receivable Concentration

No customer accounted for more than 10% of the Company's revenue for the years ended September 30, 2020 and 2019.

As of September 30, 2020 two customers accounted for approximately 29% of the Company's total outstanding accounts receivable with each customer representing 18% and 11%, respectively.

As of September 30, 2019, no customer accounted for more than 10% of the Company's total outstanding accounts receivable.

As of September 30, 2018, two customers accounted for 24% of the Companys total outstanding accounts receivable.

Major Supplier and Sole Manufacturing Source

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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.

For the year ended September 30, 2020, the CFO received a onetime bonus of $15,356 as an additional compensation for services performed.

Exclusive Licensing Agreement

5 unchanged sentences

The Company paid USFRF a License Issue Fee of $3,000 and $7,253 as reimbursement of expenses associated with the filing of the Licensed Patent.

The Company agreed to complete the first commercial sale of products to the retail customer on or before January 31, 2019 or USFRF has the right to terminate the agreement.

In addition, the Company agreed that it will have made and tested a prototype by August 31, 2018 or USFRF has the right to terminate the agreement.

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:

2 unchanged sentences

As of September 30, 2020, the Company has recorded $2,000 for the minimum royalty for the fiscal year ended 2020.

As of September 30, 2019, the Company has recorded $1,000 for the minimum royalty for the fiscal year ended 2019.

NOTE 11 DISCONTINUED OPERATIONS

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No dividends can be distributed until that review is completed and approved by FINRA.

As of September 30, 2019 and September 30, 2018, assets and liabilities from discontinued operations are listed below:

September 30,

Current assets:

Assets from discontinued operations

Current liabilities:

Accounts payable and accrued expenses

Deferred revenue, current portion

Deferred rent, current portion

Installment loan, net, current portion

Due to unrelated parties

Current liabilities from discontinued operations

Long Term Liabilities

Deferred revenue, net of current

Deferred rent, long term portion

Long term liabilities from discontinued operations

Liabilities from discontinued operations

The following table illustrates the reporting of the discontinued operations included in the Statements of Operations for the years ended September 30, 2019 and 2018.

September 30, 2019

On February 14, 2020, the distribution of shares was approved by FINRA and completed and deconsolidation was completed.

The following table illustrates the reporting of the discontinued operations included in the Statements of Operations for the period from October 1, 2019 to February 14, 2020 and for the year ended September 30, 2019.

For the period from October 1, 2019 to February 14, 2020

(Deconsolidation Date)

September 30, 2019

4 unchanged sentences

Professional Fees

Acquisition costs

Total Operating Expenses

2 unchanged sentences

Interest and other expense

Total Other Income

Total Other Income (Expense)

Loss Before Income Taxes

1 unchanged sentence

Loss from discontinued operations

NOTE 10 SUBSEQUENT EVENTS

On December 2, 2019, the Company issued a promissory note to an unrelated party in the amount of $50,000.

The note bear 6% interest and mature on February 29, 2020.

On February 14, 2020, the Company recorded $225,316 to additional paid in capital for deconsolidation of VoiceInterop, Inc.

and discontinued operations are not presented.

September 30,

(Deconsolidation Date)

Current assets:

Accounts Receivable

Operating lease asset, net

Total Assets from discontinued operations

Current liabilities:

Accounts payable and accrued expenses

Operating lease liability, current

Deferred revenue, current portion

Deferred rent, current portion

Installment loan, net, current portion

Due to related parties

Due to unrelated parties

Total Current liabilities from discontinued operations

Long Term Liabilities

Deferred revenue, net of current

Deferred rent, long term portion

Operating lease liability, net of current

Deferred revenue, current portion

Total Long term liabilities from discontinued operations

Total Liabilities from discontinued operations

Due to related party

During the year ended September 30, 2020, the Company owed $20,362 to two officers, of which $7,262 is included in liabilities from discontinued operations.

The loan is non-interest bearing and payable on demand.

As of September 30, 2020, the loan balance of $9,000 was paid in full.

The remaining balance of $11,362 included in liabilities from discontinued operations was deconsolidated as of February 14, 2020.

Installment Loan Payable

On December 14, 2018, VoiceInterop entered into a Business Loan Agreement with WebBank whereby VoiceInterop borrowed $59,751, of this amount $15,491 was recorded as debt issuance cost.

The agreement calls for 308 installments of $194 paid over 432 days.

The debt issuance cost is amortized over the life of the loan.

As of September 30, 2020, the remaining loan balance of $18,429 was paid in full from the note payable dated October 8, 2019.

On October 8, 2019, VoiceInterop entered into a Business Loan Agreement with WebBank whereby VoiceInterop borrowed $56,680, of this amount $13,080 was recorded as debt issuance cost.

2 unchanged sentences

The Company used $18,429 of loan proceeds to pay off the remaining loan balance of WebBank loan dated December 14, 2018.

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 of been recorded as discontinued operations.

(See Note 9).

Cleartronic is distributing all shares of VoiceInterops common stock held by it to its shareholders owning common stock, Class C preferred stock and Class D preferred stock.

Each shareholder of Cleartronic common stock on November 20, 2019 (the Record Date) will receive .075 shares of VoiceInterops common stock for each one share of Cleartronic common stock (1,000 shares of Cleartronic common stock will receive 75 shares of VoiceInterop common stock).

Shareholders owning Series C preferred stock and Series D preferred stock on the Record Date will receive .375 shares of VoiceInterops common stock for one share of Series C preferred stock or Series D preferred stock (1,000 shares of Cleartronic Series C or Series D preferred stock will receive 375 shares of VoiceInterop common stock).

In the event that anyone is entitled to receive a fractional share, the number of shares will be rounded up.

The Companys history is being reviewed by the Financial Industry Regulatory Authority (FINRA) and as of the date of this filing the review has not been completed.

No dividends can be distributed until that review is completed and approved by FINRA.

As of February 14, 2020, the loan balance is $31,269, net of debt issuance cost of $10,688.

The amount is included in VoiceInterop deconsolidation as of February 14, 2020.

Subscription Agreements between VoiceInterop, Inc.

and private investors

During the year ended September 30, 2018, VoiceInterop committed to sell 600,000 shares of its common stock to private investors for $68,000.

The shares issuance is contingent upon a spin-off of the Company from Cleartronic, Inc.

into a separate company.

As of February 14, 2020, the spin-off has been completed and the shares have been issued.

Operating lease asset and liability

VoiceInterop subleases part of its office space to two entities for approximately $1,150 per month and is included in income from discontinued operations.

Sublease rental income received during the period from October 1, 2019 through February 14, 2020 (deconsolidation date), was $5,750.

The Company adopted the new lease guidance effective October 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption.

Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before October 1.

We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date.

We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment.

The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity.

The adoption of the new guidance resulted in the recognition of operating lease assets of $75,078 and lease liability of $79,171.

The interest rate implicit in lease contracts is typically not readily determinable.

As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the October 1, 2019 adoption date.

This rate was determined to be 23% and the Company determined the initial present value, at inception, of $79,171.

Operating lease asset and operating lease liability are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date.

The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any.

The Company has elected the practical expedient to combine lease and non-lease components as a single component.

The lease expense is recognized over the expected term on a straight-line basis.

Operating leases are recognized on the balance sheet as operating lease asset, current operating lease liability and non-current operating lease liability.

The new standard also provides practical expedients and certain exemptions for an entity's ongoing accounting.

We have elected the short-term lease recognition exemption for all leases that qualify.

This means, for those leases where the initial lease term is one year or less or for which the operating lease asset at inception is deemed immaterial, we will not recognize operating lease asset or lease liability.

Those leases are expensed on a straight line basis over the term of the lease.

As of February 14, 2020 the operating lease liabilities of $66,114 and lease assets of $62,226 were included in liabilities from discontinued operations and were deconsolidated.

Future lease commitments are as follows for the years ended September 30:

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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 principals;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

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(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant's internal control over financial reporting.

January 14, 2020

February 18, 2021

/s/ Michael M.

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(b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant's internal control over financial reporting.

January 14, 2020

February 18, 2021

Reid, Chief Financial Officer and Principal Accounting Officer

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The information contained in such Annual Report on Form 10-K, for the fiscal year ending September 30, 2020, fairly presents, in all material respects, the financial condition and results of operations of Cleartronic, Inc.

January 14, 2020

February 18, 2021

/s/ Michael Moore

Moore, Chief Executive Officer of

Cleartronic, Inc.

Moore, Chief Executive Officer of Cleartronic, Inc.

CERTIFICATION OF CHIEF FINANCIAL OFFICER

8 unchanged sentences

January 14, 2020

Reid, Chief Financial Officer andPrincipal Accounting Officer of

Cleartronic, Inc.

February 18, 2021

Reid, Chief Financial Officer and Principal Accounting Officer of Cleartronic, Inc.

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

What changed 10-K

Item 9A. Controls and Procedures