What changed in this filing

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Item 1. Financial Statements

2021-03-19 compared with 2020-08-14 · 175 added, 423 removed, 311 unchanged (66% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2020

December 31, 2020

September 30, 2020

3 unchanged sentences

Note receivable

Assets from discontinued operations

Total current assets

2 unchanged sentences

Due from related party

ReadyOp software platform (net of amortization)

ReadyMed software platform (net of amortization)

Total other assets

6 unchanged sentences

Note payable, current portion

Customer deposits

Liabilities from discontinued operations, current portion

Total current liabilities

Long Term Liabilities

Notes payable stockholders, net of current portion

Note payable, net of current portion

Deferred revenue, net of current portion

Liabilities from discontinued operations, net of current portion

Total long term liabilities

27 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the three

June 30, 2020

June 30, 2019

June 30, 2020

June 30, 2019

For the Three Months ended December 31, 2020

For the Three Months ended December 31, 2019

Cost of Revenue

2 unchanged sentences

Administrative expenses

Amortization and depreciation

Research and development

1 unchanged sentence

Other expense and interest expense

Total Other Income(Expense)

Income/(Loss) from continuing operations before income taxes

Total Other Expense

Income from continuing operations before income taxes

Provision for income taxes from continuing operations

Income/(Loss) from continuing operations

Income from continuing operations

Discontinued operations

Income/(Loss) from discontinued operations

(Loss) from discontinued operations

Provision for Income taxes from discontinued operations

Income/(Loss) from discontinued operations

Net Income/(Loss)

(Loss) from discontinued operations

Preferred stock dividends Series A Preferred

1 unchanged sentence

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

Income/(loss) from Continuing Operations

Income/(loss) from discontinued operations

Income from Continuing Operations

Net income/(loss) from discontinued operations

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

Weighted Average of number of shares outstanding

basic and diluted

Weighted Average of number of shares outstanding- basic and diluted

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

For nine months

June 30, 2020

June 30, 2019

Adjustments to reconcile net loss to net cash provided by (used in)

For three months

December 31, 2020

December 31, 2019

Adjustments to reconcile net loss to net cash used in

operating activities:

Amortization of ReadyOp software platform

Amortization of ReadyOp customer list

Amortization of ReadyMed software platform

Depreciation expense

9 unchanged sentences

Deferred revenue

Customer deposit

Liabilities from discontinued operations

Net Cash Provided by (Used in) Operating Activities

Cash Flows From Investing Activities

Purchase of fixed assets

Issuance of note receivable

Issuance of note receivable - discontinued operations

Repayment of note receivable - discontinued operations

Net Cash Used in Investing Activities

Net Cash Used in Operating Activities

Cash Flows From Financing Activities

2 unchanged sentences

Proceeds from notes payable stockholders`

Proceeds from notes payable

Repayment of note payable

Repayment of notes payable stockholders

Proceeds from loan payable - related party

Proceeds from loan payable - related party - discontinued operations

Proceeds from issuance of common stock

Dividends paid

Net Cash Provided by Financing Activities

Net increase in cash

Cash overdraft

Net Cash ( Used in) / Provided by Financing Activities

Net decrease in cash

Cash at beginning of period

5 unchanged sentences

Operating lease asset obtained for operating lease liability from discontinued operations

Common stock issued for ReadyMed Platform

Deconsolidation of Voiceinterop, Inc.

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

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

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2020

FOR THE THREE MONTHS ENDED DECEMBER 31, 2020

Series A Preferred Stock

6 unchanged sentences

$ (16,055,841)

$ (1,177,381)

Acquisition of ReadyMed platform in exchange for common shares

Deconsolidation of Voiceintrop, Inc.

Net loss for the nine months ended June 30, 2020

Balance at June 30, 2020 (Unaudited)

$ (16,241,515)

Balance at March 31, 2020 (Unaudited)

$ (16,252,481)

Net income for the three months ended June 30, 2020

Balance at June 30, 2020 (Unaudited)

Net income for the three months ended December 31, 2020

Balance at December 31, 2020 (Unaudited)

$ (16,020,417)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2019

FOR THE THREE MONTHS ENDED DECEMBER 31, 2019

Series A Preferred Stock

3 unchanged sentences

Series E Preferred Stock

Additional paid-in

Stockholders'

2 unchanged sentences

$ (1,177,381)

Common stock issued for cash

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

Dividends paid

Net loss for the nine months ended June 30, 2019

Balance at June 30, 2019 (Unaudited)

$ (16,323,962)

$ (1,280,233)

Balance at March 31, 2019 Uaudited)

Net income for the three months ended December 31 ,2019

Acquisition of ReadyMed platform in exchange for common shares

Balance at December 31, 2019 (Restated and Unaudited)

$ (16,219,938)

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

Dividends paid

Net loss for the three months ended June 30, 2019

Balance at June 30, 2019 (Unaudited)

$ (1,176,209)

3 unchanged sentences

Notes to Condensed Consolidated Financial Statements

June 30, 2020

December 31, 2020

NOTE 1 - ORGANIZATION

Cleartronic, Inc.

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

The Companys subsidiaries are VoiceInterop (VoiceInterop) and ReadyOp Communications, Inc.

On February 14, 2020, VoiceInterop was deconsolidated.

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

(a Florida corporation), as a wholly owned subsidiary to facilitate the marketing of ReadyOp software.

The Companys only operating subsidiary is ReadyOp Communications, Inc.

In November 2016, the Company cancelled its Licensing Agreement with Collabria LLC of Tampa, Florida (Collabria) and acquired all of the intellectual property related to Collabrias command and control software, trade-named ReadyOp.

In addition the Company acquired Collabrias client list.

In exchange for these assets the Company issued Collabria 3,000,000 restricted shares of the Companys Series E Convertible Preferred stock.

The Company assumed none of Collabrias liabilities.

(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 ™ 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.

3 unchanged sentences

(See Note 9).

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.

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 products.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

and its subsidiaries, ReadyOp Communications, Inc.

and VoiceInterop, Inc.

and its subsidiary, ReadyOp Communications, Inc.

All material intercompany transactions and balances have been eliminated.

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

(See Note 10).

On February 14, 2020, the deconsolidation of VoiceInterop was completed and transactions through that date are recorded as discontinued operations (See Note 9).

BASIS OF PRESENTATION

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In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made.

Operating results for the three and nine months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2020.

Operating results for the three months ended December 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2021.

USE OF ESTIMATES

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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 did not own any cash equivalents at June 30, 2020 and September 30, 2019.

The Company did not own any cash equivalents on December 31, 2020 and September 30, 2020.

ACCOUNTS RECEIVABLE

2 unchanged sentences

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

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

When a client is invoiced, the amount is recorded as an asset in Accounts Receivable and as Deferred Revenue in Current Liabilities.

When payment is received the amount is moved to Cash on the balance sheet.

The amount listed as Deferred Revenue is amortized monthly over the license period.

The Company provided $22,500 and $6,000 allowances for doubtful accounts as of December 31, 2020 and September 30, 2020, 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.

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 onset the property and equipment is put into service.

ASSET ACQUISITION

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 $600,000.

This valuation was based on the historical cost of the software.

The ReadyMed software platform of $600,000 to be amortized over three years, amortization expense recognized for the three month ended June 30, 2020 and 2019 was $53,050 and $0, respectively.

The amortization expense for the nine month ended June 30, 2020 and 2019 was $138,082 and $0, respectively.

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 December 31, 2020 and September 30, 2020, the ReadyMed software platform is valued at historical costs of $0 (See Notes 6 and 7).

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

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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 three month ended June 30, 2020 and 2019 was $0 and $16,299, respectively.

The amortization expense for the nine month ended June 30, 2020 and 2019 was $10,878 and $48,897, respectively.

As of June 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 recognized for the three months ended June 30, 2020 and 2019 was $0 and $0, respectively.

The amortization expense for the nine month periods ended June 30, 2020 and 2019 was $0 and $8,046, respectively.

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

The ReadyOp software platform was valued at $195,600 to be amortized over three years.

The amortization expense for the three months ended December 31, 2020 and 2019 was $0 and $10,878, respectively.

As of December 31, 2020 and September 30, 2020, ReadyOp software platform has been fully amortized.

CONCENTRATION OF CREDIT RISK.

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

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

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

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

As of December 31, 2020 and September 30, 2020, the Company had no cash balances in excess of FDIC insurance limits.

RESEARCH AND DEVELOPMENT COSTS

The Company expenses research and development costs as incurred.

For the nine months ended June 30, 2020 and 2019, the Company had $114,993 and $157,789, respectively, in research and development costs from continuing operations.

For the three months ended June 30, 2020 and 2019, the Company had $28,192 and $44,248, respectively, in research and development costs from continuing operations.

For the three months ended December 31, 2020 and 2019, the Company had $30,789 and $55,729, respectively, in research and development costs from continuing operations.

REVENUE RECOGNITION AND DEFERRED REVENUES

5 unchanged sentences

Determine transaction price;

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

Allocation of the transaction price to the performance obligations;

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

5 unchanged sentences

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

As of December 31, 2020 and September 30, 2020, respectively, the Company recorded $19,920 and $20,900, respectively, 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.

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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 following table summarizes the revenues for the three and nine months ended June 30, 2020 and 2019, respectively:

For the three months ended

For the nine months ended

June 30, 2020

June 30, 2019

June 30, 2020

June 30, 2019

Licensing of ReadyOp Software

Sale of ReadyOp ACE IP Gateways

Licensing of ReadyMed Software

Consulting Income

Pass-through Income

EARNINGS PER SHARE

3 unchanged sentences

Accordingly, for purposes of dilutive earnings per share, the Company excluded the effect of warrants and options.

As of June 30, 2020 and 2019, we had no options and warrants outstanding.

As of June 30, 2020 and 2019, the Company had 512,996 shares of Series A Convertible Preferred stock outstanding, which are convertible into 51,299,600 shares of common stock.

As of June 30, 2020 and 2019, we had 4,433,375 shares of Series C Convertible Preferred stock outstanding, which are convertible into 22,166,875 shares of common stock.

As of June 30, 2020 and 2019, we had 670,904 shares of Series D Preferred stock outstanding which are convertible into 3,354,520 shares of common stock.

As of June 30, 2020 and 2019, we had 3,000,000 shares of Series E Convertible Preferred stock outstanding which are convertible into 300,000,000 shares of common stock.

As of December 31, 2020 and 2019, we had no options and warrants outstanding.

As of December 31, 2020 and 2019, the Company had 512,996 shares of Series A Convertible Preferred stock outstanding, which are convertible into 51,299,600 shares of common stock.

As of December 31, 2020 and 2019, we had 4,433,375 shares of Series C Convertible Preferred stock outstanding, which are convertible into 22,166,875 shares of common stock.

As of December 31, 2020 and 2019, we had 670,904 shares of Series D Preferred stock outstanding which are convertible into 3,354,520 shares of common stock.

As of December 31, 2020 and 2019, we had 3,000,000 shares of Series E Convertible Preferred stock outstanding which are convertible into 300,000,000 shares of common stock.

FAIR VALUE OF FINANCIAL INSTRUMENTS

17 unchanged sentences

All existing inventory is considered current and usable.

The Company recorded no reserve for obsolete inventory as of June 30, 2020 and September 30, 2019, respectively.

The Company recorded no reserve for obsolete inventory as of December 31, 2020 and September 30, 2020, respectively.

EQUITY INSTRUMENTS ISSUED TO PARTIES OTHER THAN EMPLOYEES FOR ACQUIRING GOODS OR SERVICES

3 unchanged sentences

Advertising costs are expensed as incurred.

The Company had advertising costs of $5,497 and $1,797 during the three months ended June 30, 2020 and 2019, respectively, and $25,691 and $5,591 during the nine months ended June 30, 2020 and 2019, respectively.

The Company had advertising costs of $3,532 and $5,378 during the three months ended December 31, 2020 and 2019, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessees obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessees right to use, or control the use of, a specified asset for the lease term.

ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors;

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

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 9.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable

NOTE 3 - EQUIPMENT

At June 30, 2020 and December 31, 2019, property and equipment, net, is as follows:

June 30, 2020

At December 31, 2020 and September 30, 2020, property and equipment, net, is as follows:

December 31, 2020

September 30, 2020

Office Equipment

1 unchanged sentence

Total Property and Equipment, net

Depreciation expense for the nine months ended June 30, 2020 and 2019, was $150 and $0, respectively

Depreciation expense for the three months ended June 30, 2020 and 2019, was $150 and $0, respectively.

Depreciation expense for the three months ended December 31, 2020 and 2019, was $451 and $0, respectively

NOTE 4 - 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 (See Note 8).

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 (See Note 8).

NOTE 5 - GOING CONCERN

The Company's unaudited condensed 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 believes the acquisition of the ReadyOp software platform was a prudent acquisition by the Company.

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

The Company acquired the ReadyMed software platform in October 2019.

The Company believes the acquisition of ReadyMed will also be a prudent purchase and that revenue will increase as a result of the acquisition

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern"

and on March 10, 2020, declared it to be a pandemic.

Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses.

The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates.

While the closures and limitations on movement, domestically and internationally, are expected to be temporary, if the outbreak continues on its current trajectory the duration of the supply chain disruption could reduce the availability, or result in delays, of materials or supplies to and from the Company, which in turn could materially interrupt the Companys business operations.

On May 14, 2020, the Florida Governor signed Executive Order No.

20-123, bringing all Florida counties into Full Phase I reopening.

More restrictive proclamations and/or directives may be issued in the future.

Given the speed and frequency of the continuously evolving developments with respect to this pandemic, the Company cannot reasonably estimate the magnitude of the impact to its consolidated results of operations.

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 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.

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 7).

As of December 31, 2020, interest receivable was $324.

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 7).

As of December 31, 2020, interest receivable was $468.

NOTE 5 - NOTES PAYABLE

Notes payable to Stockholders

As of June 30, 2020 and September 30, 2019, the Company had unsecured notes payable to stockholders totaling $72,137 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 was due on December 31, 2019.

The maturity of the note payable in the amount of $17,588 was extended to August 31, 2020.

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.

As of December 31, 2020 and September 30, 2020, the Company had unsecured notes payable to stockholders totaling $32,832 and $48,447, respectively.

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, the note holder, who is a shareholder and director, converted $65,000 of a 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 June 30, 2020 and September 30, 2019 the balance due was $54,549 and $75,279, respectively.

Interest expense on the notes payable to stockholders was $2,116 and $1,799 for the three months ended June 30, 2020 and 2019, respectively, and $7,201 and $11,913 for the nine months ended June 30, 2020 and 2019, respectively.

Installment Loan Payable - Discontinued Operations

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 June 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.

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

The agreement calls for 308 installments of $184 paid over 432 days.

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

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 (See Note 10).

As of December 31, 2020 and September 30, 2020 the balance due was $32,832 and $48,447, respectively.

Interest expense on the notes payable to stockholders was $1,498 and $2,149 for the three months ended December 31, 2020 and 2019, respectively.

December 31, 2020

September 30, 2020

Note payable stockholder

current portion

Long-term note payable

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 Notes 7 and 9).

Note Payable PPP Loan

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.

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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.

December 31, 2020

September 30, 2020

Note payable (PPP Loan)

current portion

Long-term note payable

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

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

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

Loan Payable - related party

During the nine months ended June 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 June 30, 2020 the loan balance of $9,000 was paid in full and $7,626 included in labilities from discontinued operations was deconsolidated as of February 14, 2020.

(See Note 8 and 10).

The loan balance of $50,000 and interest of $732 was paid in full at maturity on February 29, 2020.

NOTE 6 - EQUITY TRANSACTIONS

Common stock issued for cash

In December 2018, the Company sold 3,333,334 shares of common stock to unrelated parties for $75,000 in cash of which $25,000 was received by the Company on January 15, 2019.

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 the historical cost of the asset of $600,000 (See Note 2).

In exchange for these assets the Company issued 12,000,000 shares of Common stock valued at the historical cost of the asset of $0 (See Notes 2 and 7).

Preferred Stock Dividends

As of June 30, 2020 and September 30, 2019, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $72,726 and $41,920, 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 February 14, 2020, the spin-off has been completed and the shares have been issued (See Note 10).

As of December 31, 2020 and September 30, 2020, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $93,417 and $83,071, respectively.

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.

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

On 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 9).

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NOTE 7 - RELATED PARTY TRANSACTIONS

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

The Company leases 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 paid to the related party was $4,905 and $11,947 for the three months ended June 30, 2020 and 2019, respectively.

Rent expense paid to the related party was $27,059 and $35,643 for the nine months ended June 30, 2020 and 2019, respectively.

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 (See below and Note 6).

During the three months ended December 31, 2019, the Company owed $16,262 to two officers, of which $7,262 is included in liabilities from discontinued operations.

Rent expense paid to the related party was $4,473 and $4,200 for the three months ended December 31, 2020 and 2019, respectively (See Note 8).

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 $0 (See Notes 2 and 6).

During the year ended September30, 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 June 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 6 and 10).

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

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 Notes 5 and 9).

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 June 30, 2020 and September 30, 2019 the balance due was $54,549 and $75,279, respectively (See Note 6).

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 (See Note 4).

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 (See Note 4).

As of June 30, 2020, the Company advanced $13,420 to VoiceInterop, the Companys former wholly owned subsidiary and now 96% owned by our shareholders.

As December 31, 2020 and September 30, 2020, the balance due was $32,832 and $48,447, respectively (See Note 5).

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 4).

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 4).

As of December 31, 2020, the Company advanced $14,420 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 8 - COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

Upon the deconsolidation, the Company subleases the office space from VoiceInterop at approximately $1,400 per month.

Rent expense incurred during the three months ended June 30, 2020 and 2019 was $4,905 and $11,947, respectively.

Rent expense incurred during the nine months ended June 30, 2020 and 2019 was $27,059 and $35,643, respectively.

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 entitys 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.

Rent expense incurred during the three months ended December 31, 2020 and 2019 was $4,473 and $4,200, respectively.

Revenue and Accounts Receivable Concentration

No customer accounted for more than 10% of the Companys revenue for the nine months ended June 30, 2020.

No customer accounted for 10% of the Companys revenue for the nine months ended June 30, 2019.

As of June 30, 2020 two customer accounted for approximately 27% of the Companys total outstanding accounts receivable with each customer representing 14% and 13%, respectively.

As of June 30, 2019, three customers accounted for approximately 24%, 13%, and 11% of the Companys total outstanding accounts receivable.

For the three months ended December 31, 2020, one customer accounted for 11% of the Company's revenues.

No customer accounted for more than 10% of the Company's revenue for the three months ended December 31, 2019.

As of December 31, 2020, two customers accounted for approximately 31% of the Company's total outstanding accounts receivable with each customer representing 16% and 15%, respectively.

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.

Major Supplier and Sole Manufacturing Source

16 unchanged sentences

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:

1 unchanged sentence

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

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

2 unchanged sentences

On April 23, 2018, the board of Directors declared a stock dividend for certain shareholders of the Company.

The Company will distribute to its shareholders owning Common Stock and Series C and D Preferred stock an aggregate of 17,819,827 shares of shares of Common Stock of VoiceInterop.

That each common shareholder would receive .075 shares of VoiceInterop common stock for each one (1) share of Cleartronic stock held by the shareholder, and that each shareholder of Series C and D Preferred stock shall receive .375 shares of VoiceInterop common stock for each one (1) share of Series C or Series D Preferred stock held by the shareholder.

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

The Company distributed to its shareholders owning Common Stock and Series C and D Preferred stock an aggregate of 17,819,827 shares of shares of Common Stock of VoiceInterop.

Each common shareholder received .075 shares of VoiceInterop common stock for each one (1) share of Cleartronic stock held by the shareholder, and each shareholder of Series C and D Preferred stock received 0.375 shares of VoiceInterop common stock for each one (1) share of Series C or Series D Preferred stock held by the shareholder.

On November 14, 2019, VoiceInterop, Inc.'s, S-1 Registration Statement was declared effective by Securities and Exchange Commission.

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

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

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 nine months period ended June 30, 2019.

For the period from

October 1, 2019 to

February 14, 2020

June 30, 2019

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

and discontinued operations are not presented.

The following table illustrates the reporting of the discontinued operations included in the

Condensed Consolidated Unaudited

Statements of Operations for the three months ended December 31, 2019.

For the Three

December 31, 2019

Cost of Revenue

11 unchanged sentences

Loss from discontinued operations

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,

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

Managements Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

The information set forth in this Managements Discussion and Analysis contains certain forward-looking statements, including, among others (i) expected changes in our revenues and profitability, (ii) prospective business opportunities, and (iii) our strategy for financing our business.

Forward-looking statements are statements other than historical information or statements of current condition.

Some forward-looking statements may be identified by use of terms such as believes, anticipates, intends, or expects. These forward-looking statements relate to our plans, objectives, and expectations for future operations.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this prospectus should not be regarded as a representation that our objectives or plans will be achieved.

In light of the risks and uncertainties, there can be no assurance that actual results, performance, or achievements will not differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements.

The foregoing review of important factors should not be construed as 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 of this prospectus or to reflect the occurrence of unanticipated events.

Impact of COVID-19 Outbreak

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a Public Health Emergency of International Concern and on March 10, 2020, declared it to be a pandemic.

We have taken every precaution possible to ensure the safety of our employees.

Those precautions include, working remotely, limited face to face meetings with clients and restrictive travel conditions, and social distancing with fellow employees.

On May 14, 2020, the Florida Governor signed Executive Order No.

20-123, bringing all Florida counties into Full Phase I reopening.

More restrictive proclamations and/or directives may be issued in the future.

Additionally, it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions.

Cleartronic, Inc.

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

The Company operates through its wholly owned subsidiary ReadyOp Communications, Inc.

("ReadyOp").

In November, 2016, the Board of Directors approved the Asset Purchase Agreement between the Company and Collabria LLC (Collabria).

Under the terms of the Agreement, the Company acquired the intellectual property of Collabria, including its ReadyOp command, control and communication platform trade named ReadyOp™ (the “ReadyOp Platform”).

In addition, the Company acquired Collabria’s customer base (Collabria Client List).

The Company assumed no liabilities of Collabria under this Agreement.

The terms of the Agreement called for the Company to issue 3,000,000 (Three million) shares of the registrants Series E Convertible Preferred stock to Collabria.

Shares of the Series E Convertible Preferred have the following conversion rights and provisions:

After a period of two (2) years following the date of issuance, each one (1) share of Series E Preferred shall be convertible into one hundred (100) shares of fully paid and non-assessable Common Stock at the sole option of the holder of Series E Preferred.

As a result of this Agreement the Licensing Agreement between Collabria and the Company was cancelled effective November 30, 2016.

The ReadyOp software will be marketed, sold and supported through the Companys subsidiary ReadyOp Communications, Inc.

In March 2018, the Company approved the spin-off VoiceInterop, Inc.(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.

On November 14, 2019, the S-1 registration statement was declared effective by the Securities and Exchange Commission.

Therefore, the Company has presented the operations of this subsidiary as discontinued operations.

The Company has requested and received approval by the Financial Industry Regulatory Authority (FINRA) for the distribution of VoiceInterops shares of common stock totaling 17,819,827 shares as a dividend to the Companys shareholders.

Shareholders of record as of November 20, 2019 of the Companys common stock and Series C and Series D Preferred stock will receive shares of VoiceInterops common stock.

The distribution was completed on February 14, 2020.

In October 2019, the Company acquired the ReadyMed software platform from Collabria LLC, a communications software company based in Tampa, Florida.

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

This includes hospitals, clinics, doctors offices and health insurance companies and many other segments of the health care.

It provides hospitals with patient tracking capability within the hospital.

The Acquisition Agreement provides for the acquisition of substantially all the assets and business operations of ReadyMed (the Acquisition).

The assets acquired include the software platform, templates and forms for numerous business categories in the health care industry, and all contacts created by ReadyMed interested in licensing the ReadyMed platform.

As consideration for the Acquisition, Cleartronic issued 12 million shares of its common stock to Collabria which valued at historical cost of $600,000.

FOR THE THREE MONTHS ENDED JUNE 30, 2020 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2019

Revenues increased to $375,250 for the three months ended June 30, 2020 as compared to $365,296 for the three months ended June 30, 2019.

The primary reason for the increase in revenue was due to an increase in licensing of ReadyOp Software from $258,835 in 2019 to $354,370 in 2020, an increase of approximately 37% and offset by decrease in sales of ReadyOp ACE IP gateways of $61,875.

The overall increase in revenues is primarily due to the increase in the number of customers for three months ended June 30, 2020.

Cost of Revenue

Cost of revenues was $73,142 for the three months ended June 30, 2020 as compared to $81,435 for the three months ended June 30, 2019.

Gross profits were $302,108 and $283,861 for the three months ended June 30, 2020 and 2019, respectively.

Gross margins increased approximately 3% from 78% for the three months ended June 30, 2019 compared to 81% for the three months ended June 30, 2020.

The primary reason for the increase was from a greater portion of revenue was from licensing fees of the Companys ReadyOp software.

Operating Expenses

Operating expenses decreased approximately 8% to approximately $289,026 for the three months ended June 30, 2020 compared to $315,563 for the three months ended June 30, 2019.

The slight decrease was primarily due to decrease in selling and administrative and research and development expense offset by increase in amortization expense.

For the three months ended June 30, 2020, selling expenses decreased to $116,624 from $155,077 for the three months ended June 30, was primarily due to decreased travel expenses during to the Covid-19 pandemic.

General and administrative expenses decreased by $8,779 or approximately 9%.

The decrease is primarily due to a decrease in professional fees and general operating expenses and offset by a slight increase attributable to fees required in connection with filings with the Securities and Exchange Commission.

Research and development expenses were $28,192 for the three months ended June 30, 2020 as compared to $44,248 for the three months ended June 30, 2019.

The decrease of 36% is primarily due to completing the development of our "Rectenna"

Amortization expense increased by $36,751 or 225% primarily due to the acquisition of the ReadyMed software platform from Collabria, LLC valued at the historical cost of $600,000.

Income (Loss) from Continuing Operations

The Company's income from continuing operations increased to $10,966 during the three months ended June 30, 2020 as compared to a loss of $(33,501) for the three months ended June 30, 2019.

The primary reason for the increase was increases in licensing of ReadyOp software and offset by a decrease in sales of ReadyOp ACE IP gateways.

Loss from Discontinued Operations

Loss from discontinued operations, decreased to $0 during the three months ended June 30, 2020 compared to income of $14,337 for the three months ended June 30, 2019.

Decrease is due to the Company completing the spinoff of VoiceInterop, Inc.

Therefore, VoiceInterop was deconsolidated on February 14, 2020.

The result from operations for the third quarter of 2020 does not include the discontinued operations from VoiceInterop.

Net Loss Attributable to Common Shareholders

Net income attributable to common shareholders was $735 for the three months ended June 30, 2020 as compared to a net loss of $(29,395) for the three months ended June 30, 2019.

The increase was primarily due to the increase in income from continuing operations for the three months ended June 30, 2020, which was $10,966 as compared to a loss of $(33,501) for the three months ended June 30, 2019.

Net loss per common share was $(0.00) and $(0.00) for the three months ended June 30, 2020 and 2019, respectively.

FOR THE NINE MONTHS ENDED JUNE 30, 2020 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 2019

Revenues from operations were $1,319,152 for the nine months ended June 30, 2020 as compared to $835,631 for the nine months ended June 30, 2019.

The increase was primarily due to the increase in licensing of ReadyOp software which increased 41% from $683,019 to $962,751 in the nine month ended June 30, 2019 and 2020, respectively.

In addition, sales of ReadyOp ACE IP gateways increased 196% from $103,755 to $307,050 in the nine month ended June 30, 2019 and 2020, respectively.

The overall increase in revenues is primarily due to the increase in the number of customers for nine months ended June 30, 2020.

Cost of Revenue

Cost of revenues was $322,564 for the nine months ended June 30, 2020, as compared to $178,541 for the nine months ended June 30, 2019.

This increase was primarily due to higher costs associated with the ReadyOp ACE IP gateway due to higher costs for parts and materials.

Gross profits were $996,588 and $657,090 for the nine months ended June 30, 2020 and 2019, respectively.

Despite the increase in revenues, gross margins decreased slightly to 76% from 79% for the nine months ended June 30, 2020 and 2019, respectively.

The decreases was primarily due to the lower profit margins from sales of ReadyOp ACE IP gateways as compared to higher margins generated from licensing of ReadyOp software.

Operating Expenses

Operating expenses for the nine months ended June 30, 2020 were $944,856 compared to $900,875 for the nine months ended June 30, 2019.

For the nine months ended June 30, 2020, selling expenses decreased to $388,895 from $410,315 for the nine months ended June 30, 2019.

The 5% decrease was primarily due to decreased travel expenses during to the Covid-19 pandemic.

Amortization expense increased by $42,796 or 27%, primarily due to amortization expenses associated with the acquisition of the ReadyMed software platform from Collabria LLC valued at the historical cost of $600,000.

The decrease in research and development expense was due to the Company cutting back on development of the Rectenna project.

The Company believes it has uncovered new uses for the Rectenna and intends to devote future research and development funds to commercialize these new uses.

Loan Payable - related party

During the years 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 $7,626 included in liabilities from discontinued operations was deconsolidated as of February 14, 2020.

Operating lease asset and liability

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 $4,473 and $4,200 for the three months ended December 31, 2020 and 2019, respectively.

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.

NOTE 10 - RESTATEMENT

The Company is restating its Condensed Consolidated Unaudited Statement of Operations, Condensed Consolidated Unaudited Statement of Cash Flow, and Condensed Consolidated Unaudited Statement of Changes in Stockholders' Deficit for the three months ended December 31, 2019.

The restatement shows the previously filed financial statements, the restatement adjustments and as restated columns for the Condensed Consolidated Unaudited Statement of Operations, Condensed Consolidated Unaudited Statement of Cash Flow, and Condensed Consolidated Unaudited Statement of Changes in Stockholders' Deficit for the three months ended December 31, 2019.

The restatement of our financial statements in this Form 10-Q reflects the correction of certain identified errors related to the valuation of ReadyMed software platform acquired in October 2019.

The table below present the impact of the restatement in the Company's condensed

consolidated unaudited

financial statements:

December 31, 2019

As previously

Statement of Operations

Amortization and depreciation

Total Operating Expense

Income/(Loss) from continuing operations before income taxes

Net Income/(Loss)

Net Income/(Loss) attributable to common stockholders

Income/(Loss) from continuing operations

The Companys income from continuing operations increased to $44,531 during the nine months ended June 30, 2020 as compared to a loss of $(255,698) for the nine months ended June 30, 2019.

The primary reason for this increase was the increase in revenue generated by sales of the ReadyOp ACE IP gateway and licensing of ReadyOp software.

Loss from Discontinued Operations

Loss from discontinued operations, increased to $64,936 during the period from October 1, 2019 to February 14, 2020 compared to a loss of $23,752 for the nine months ended June 30, 2019.

The primary reason for the increase was due to decreased revenue generated by VoiceInterop.

Revenue was $27,698 during the period from October 1, 2019 to February 14, 2020 as compared to $75,721 in the nine months ended June 30, 2019.

Decrease in revenue was due to decrease in licensing of ReadyOp software offset in part by the increase in hardware revenues.

Loss for discontinued operations also increased to $64,936 from $23,752 which was primarily attributable to the increase in professional fees offset by decrease in administrative expenses.

The professional fees increased due to filing of Registration statement and decrease in administrative expense is due to the Company completing the spinoff of VoiceInterop, Inc.

Therefore, VoiceInterop was deconsolidated on February 14, 2020.

The result from operations for the quarter ended June 30, 2020 only includes the discontinued operations from the period from October 1, 2019 through February 14, 2020 resulting in a decrease on overall loss from discontinued operations.

Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders was $(51,211) and $(310,144) for the nine months ended June 30, 2020 and 2019, respectively.

The decrease was primarily due to the increase in gross profit which was $996,588 and $657,090 for the nine months ended June 30, 2020 and 2019 respectively.

Net loss per common share was $(0.00) and $(0.00) for the nine months ended June 30, 2020 and 2019 respectively.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $38,627 for the nine months ended June 30, 2020 compared to net cash used in operating activities was $80,326 for the nine months ended June 30, 2019.

This decrease was attributable to the lower net loss of $20,405 for the nine months ended June 30, 2020 as compared to $279,450 for the nine months ended June 30, 2019, and decreases in accounts receivable and inventory and an increase in amortization expense offset by decreases in accounts payable, accrued expenses and deferred revenue.

Net cash used in investing activities was $34,029 for the nine months ended June 30, 2020 compared to net cash used in investing activities was $0 for the nine months ended June 30, 2019.

This increase was attributable to the issuance of note receivable of $25,000 and purchase of fixed assets of $9,029 for the nine months ended June 30, 2020.

Net cash provided by financing activities was $107,806 for the nine months ended June 30, 2020 compared to $110,353 for the nine months ended June 30, 2019.

The increase was primarily due to proceeds received from note payable part of Cares Act Paychecks Protection Program of $106,727, note payable from unrelated party of $50,000, proceeds from issuance net of repayment of installment note of $10,449 and proceeds from loan payable - related party of $11,362 included discontinued operations and offset by the repayment of note payable of $50,000 and repayment of stockholder note payable of $20,732 during the nine months ended June 30, 2020.

The decrease was primarily due to proceeds of $100,000 received from the issuance of common stock, proceeds from issuance net of repayment of installment note included discontinued operations of $16,844, proceeds from note payable of $713 and offset by dividends paid of $7,204 in the nine months ended June 30, 2019.

Our obligations are being met on a month-to-month basis as cash becomes available.

We have made a concentrated effort to restructure the company through the issuance of Preferred stock for cash and for the acquisition of the ReadyOp software platform.

We believe that the ReadyOp software platform will continue to grow on a quarter to quarter basis putting the Company in a better position to become cash flow positive.

We also believe that theReadyMed software platform will provide additional revenue.

It is now being used by the Departments of Health in two states.

We believe that the spin-off of VoiceInterop will also benefit the Company as VoiceInterop operations will no longer be a drain on cash flow.

There can be no assurance that the Companys efforts in this restructure will be successful or that present flow of cash will be sufficient to meet current and future obligations.

We have incurred losses since our inception and continue to require additional capital to fund operations and development.

As such, our ability to pay our already incurred obligations is mostly dependent on the Company being able to have substantially increased revenues and raising substantial additional capital through the sale of its equity or debt securities.

There can be no assurance that the Company will be successful in accomplishing these actions.

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern"

and on March 10, 2020, declared it to be a pandemic.

On May 14, 2020, the Florida Governor signed Executive Order No.

20-123, bringing all Florida counties into Full Phase I reopening.

More restrictive proclamations and/or directives may be issued in the future.

The costs to operate our current business are approximately $110,000 per month.

In order for us to cover our monthly operating expenses, we would have to generate revenues of approximately $150,000 per month.

However, in the absence of revenue, we would significantly reduce operations to a minimal sustainment level that would require approximately $25,000 per month.

In order to remain in business for one year without any additional revenues we would need approximately $300,000.

The Companys current accounts receivable and pending invoices exceed this amount.

Critical Accounting Estimates

See Managements Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Estimates in Part II, Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2019 for information regarding our critical accounting estimates.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable

Income/(Loss) per common share - basic and diluted

December 31, 2019

As previously

Statement of Changes in Stockholders' Equity

Additional Paid in Capital

Accumulated Deficit

Total Stockholders' Deficit

Total Liabilities and Stockholders' Deficit

December 31, 2019

As previously

Statement of Cash Flow

Net Income/(Loss)

Amortization of ReadyMed software platform

Supplemental disclosures of non-cash investing and financing activities:

Common stock issued for ReadyMed platform

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

What changed 10-Q

Item 1. Financial Statements