What changed in this filing

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Item 9A. Controls and Procedures

2021-12-29 compared with 2021-02-18 · 620 added, 556 removed, 400 unchanged (75% of the section changed)

Controls and Procedures.

Evaluation of Disclosure and Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a 15(c) and 15d 15(e)).

Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2020, our disclosure controls and procedures were effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our Chief Executive and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C.

) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2020.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control-Integrated Framework.

Changes in Internal Control Over Financial Reporting.

There have been no changes in the registrant's internal control over financial reporting through the date of this report or during the quarter ended September 30, 2020, that materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

Independent Registered Accountant's Internal Control Attestation.

This report does not include an attestation report of the registrant's registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject to attestation by the registrant's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only management's report in this report.

Remediation plans for material weaknesses over internal controls.

Our plans to mitigate material weaknesses in disclosure controls and procedures for future filings will be dependent on our ability to obtain adequate financing to fund development of our financial reporting infrastructure.

At this time it is not cost beneficial for us to utilize capital to focus on mitigating financial reporting weaknesses;

however, we expect to implement a plan for remediation of these deficiencies when sufficient funding to implement such a plan is available.

Evaluation of Disclosure and Controls

and Procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal

executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange

Act Rules 13a - 15(c) and 15d - 15(e)).

Based upon that evaluation, our chief executive officer and chief financial officer concluded

that, as of September 30, 2021, our disclosure controls and procedures were effective (1) to ensure that information required to

be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the

time periods specified in the SEC's rules and forms and (2) to ensure that information required to be disclosed by us in the reports that

we file or submit under the Exchange Act is accumulated and communicated to us, including our Chief Executive and Chief Financial Officer,

as appropriate to allow timely decisions regarding required disclosure.

The term disclosure controls and procedures

means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in

the reports that it files or submits under the Exchange Act (15 U.S.C.

) is recorded, processed, summarized and reported,

within the time periods specified in the Commission's rules and forms.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits

under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial

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

Our management, including our Chief

Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over

financial reporting will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect

the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of inherent

limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation

of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management's Annual Report on Internal

Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial

reporting as defined in Rule 13a-15(f) under the Exchange Act.

Our internal control over financial reporting is a process designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

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

The term internal control over financial

reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers,

or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles and includes those policies and procedures that:

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

and dispositions of our assets;

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

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

with authorizations of management and directors of the issuer;

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

of the issuer's assets that could have a material effect on the financial statements.

Our management assessed the effectiveness

of our internal control over financial reporting as of September 30, 2021.

In making this assessment, our management used the criteria

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

Changes in Internal Control Over

Financial Reporting.

There have been no changes in the registrant's internal control over financial reporting through the date of

this report or during the quarter ended September 30, 2021, that materially affected, or is reasonably likely to materially affect, the

registrant's internal control over financial reporting.

Independent Registered Accountant's

Internal Control Attestation.

This report does not include an attestation report of the registrant's registered public accounting

firm regarding internal control over financial reporting.

Management's report was not subject to attestation by the registrant's registered

public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only

management's report in this report.

Remediation plans for material weaknesses

over internal controls.

Our plans to mitigate material weaknesses in disclosure controls and procedures for future filings will be

dependent on our ability to obtain adequate financing to fund development of our financial reporting infrastructure.

At this time it is

not cost beneficial for us to utilize capital to focus on mitigating financial reporting weaknesses;

however, we expect to implement a

plan for remediation of these deficiencies when sufficient funding to implement such a plan is available.

Other Information.

Directors, Executive Officers and Corporate Governance.

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

Directors, Executive Officers

and Corporate Governance.

The following table sets forth information

concerning the directors and executive officers of Cleartronic as of the date of this report:

Director Since

2 unchanged sentences

President, Chief Financial Officer, Secretary and Director

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

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

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.

The foregoing notwithstanding, except as otherwise provided in any resolution or resolutions of the board, directors who are elected at an annual meeting of stockholders, and directors elected in the interim to fill vacancies and newly created directorships, will hold office for the term for which elected and until their successors are elected and qualified or until their earlier death, resignation or removal.

Whenever the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution or resolutions of the board, vacancies and newly created directorships of such class or classes or series thereof may generally be filled by a majority of the directors elected by such class or classes or series then in office, by a sole remaining director so elected or by the unanimous written consent or the affirmative vote of a majority of the outstanding shares of such class or classes or series entitled to elect such director or directors.

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.

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.

The foregoing notwithstanding, except

as otherwise provided in any resolution or resolutions of the board, directors who are elected at an annual meeting of stockholders, and

directors elected in the interim to fill vacancies and newly created directorships, will hold office for the term for which elected and

until their successors are elected and qualified or until their earlier death, resignation or removal.

Whenever the holders of any class or

classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution or resolutions of the board,

vacancies and newly created directorships of such class or classes or series thereof may generally be filled by a majority of the directors

elected by such class or classes or series then in office, by a sole remaining director so elected or by the unanimous written consent

or the affirmative vote of a majority of the outstanding shares of such class or classes or series entitled to elect such director or

Officers are elected annually by the directors.

There are no family relationships among our directors and officers.

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

Cleartronic has not identified or reached an agreement or understanding with any other individuals to serve in management positions, but does not anticipate any problem in employing qualified staff.

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

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

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

Graduating with an Engineering degree from The University of Buffalo's School of Engineering, Martin joined the Exxon Management Development Program.

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

We may employ additional management

personnel, as our board of directors deems necessary.

Cleartronic has not identified or reached an agreement or understanding with any

other individuals to serve in management positions, but does not anticipate any problem in employing qualified staff.

A description of the business experience

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

Martin currently serves

as Chairman and Director of Cleartronic, Inc.

Prior to joining the Cleartronic team, Martin served as CEO of SMARTLogix, Inc., a petroleum

logistics technology company which he founded in 2000.

Graduating with an Engineering degree from The University of Buffalo's School of

Engineering, Martin joined the Exxon Management Development Program.

Following his tenure at Exxon, he purchased an Exxon distributorship

in the Carolinas.

Culp Petroleum was transformed into a large regional distribution company.

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

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

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

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

While at Culp, Martin developed and implemented

several technologies that have since become industry standards.

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

his technology ventures including the SMARTank division of SMARTLogix.

SMARTank grew substantially and the technology was later sold to

a public company in 2011.

Moore is currently Chief

Executive Officer and a Director of Cleartronic, Inc.

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

Prior to founding Collabria in 2008, Moore for 13 years was CEO of DTNet Group and for seven years served as CEO of Payroll Transfers, Inc.

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

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

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

He is also one of six entrepreneurs profiled in the book Daring Visionaries, How Entrepreneurs Build Companies, Inspire Allegiance, and Create Wealth.

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

With over thirty years of executive management experience including sales and marketing, operations management, and financial management, from 2001 to 2005 Mr.

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

He was instrumental in Connectivity's acquisition by CNE Group, Inc., (an American Stock Exchange listed company) and served as Executive Vice President and Director of CNE from 2003 to 2005.

Reid has broad experience in venture start-ups, raising capital, building organizational synergies, creating and developing joint ventures and strategic partnerships, opening new markets, and driving key business initiatives.

Moore is an honors graduate of the United

States Air Force Academy and served as an Air Force fighter pilot for eight years, flying F-4 and F-16 fighter aircraft.

He is also one

of six entrepreneurs profiled in the book Daring Visionaries, How Entrepreneurs Build Companies, Inspire Allegiance, and Create Wealth.

Larry Reid is the founder of Cleartronic

and a co-founder of VoiceInterop.

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

management, and financial management, from 2001 to 2005 Mr.

Reid served as CFO and director of Connectivity, Inc., a manufacturer and

distributor of emergency call boxes.

He was instrumental in Connectivity's acquisition by CNE Group, Inc., (an American Stock Exchange

listed company) and served as Executive Vice President and Director of CNE from 2003 to 2005.

Reid has broad experience in venture

start-ups, raising capital, building organizational synergies, creating and developing joint ventures and strategic partnerships, opening

new markets, and driving key business initiatives.

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

Reid was responsible for raising more than $5 million in start-up capital for Ocurest Laboratories, Inc., a company he co-founded to package and distribute over-the-counter eye drops in a new (patented) eye drop dispenser.

He forged Ocurest's successful IPO in 1996 and helped lead the company's achieving an estimated 80% market penetration of optical supply retail outlets in the United States.

Reid was responsible

for raising more than $5 million in start-up capital for Ocurest Laboratories, Inc., a company he co-founded to package and distribute

over-the-counter eye drops in a new (patented) eye drop dispenser.

He forged Ocurest's successful IPO in 1996 and helped lead the company's

achieving an estimated 80% market penetration of optical supply retail outlets in the United States.

Committees of the Board

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

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission.

We do not currently have an Audit,

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

Section 16(a) Beneficial Ownership

Reporting Compliance

Under Section 16(a) of the Exchange

Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms

reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and

Exchange Commission.

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

Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive officers, directors and greater than 10 percent beneficial owners have not complied on a timely basis with all Section 16(a) filing requirements.

Based solely upon a review of copies

of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive

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

Communication with Directors

Stockholders and other interested parties may contact any of our directors by writing to them at Cleartronic, Inc., at 8000 North Federal Highway, Suite 100, Boca Raton, Florida 33487, Attention:

Stockholders and other interested parties

may contact any of our directors by writing to them at Cleartronic, Inc., at 8000 North Federal Highway, Suite 100, Boca Raton, Florida

33487, Attention:

Corporate Secretary.

The Company's Board has approved a process for handling letters received by us and addressed to any of our directors.

Under that process, the Secretary reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of the Secretary, deal with functions of the board or committees thereof or that he otherwise determines requires their attention.

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

The Company's Board has approved a

process for handling letters received by us and addressed to any of our directors.

Under that process, the Secretary reviews all

such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence

that, in the opinion of the Secretary, deal with functions of the board or committees thereof or that he otherwise determines requires

their attention.

Directors may at any time review a log of all correspondence received by us that are addressed to members of the

board and request copies of such correspondence.

Conflicts of Interest

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

Code of Ethics for Senior Executive Officers and Senior Financial Officers

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

With respect to transactions involving

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

Code of Ethics for Senior Executive

Officers and Senior Financial Officers

We have not adopted a Code of Ethics

for Senior Executive Officers and Senior Financial Officers.

Executive Compensation.

Summary of Cash and Certain Other Compensation

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

Summary of Cash and Certain Other

At present, Cleartronic has two executive

officers, Michael M.

Moore and Larry M.

Moore is the Chief Executive Officer of the Company.

The Company executed an Employment Agreement with Mr.

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 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.

Unless Cleartronic shall have given

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.

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.

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

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

Reid agreed that for a one year period beginning on March

13, 2015, we employed Mr.

Reid to perform services for us both on and offsite.

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

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.

1 unchanged sentence

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

Reid to perform services for us both on and offsite.

Reid to perform

services for us both on and offsite.

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

Unless Cleartronic shall have given Mr.

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

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

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

Unless Cleartronic shall have given

Reid written notice at least 30 days prior to the Termination Date, the Agreement shall automatically renew and continue in effect

for additional one-year periods (and all provisions of this anniversary from such original Termination Date shall thereafter be designated

as the "Termination Date" for all purposes under the Agreement, provided, however, that we may, at our election at any time after the

expiration of the initial term of the Agreement, give Mr.

Reid notice of Termination, in which event he shall continue to receive, as

severance pay, six months of his base salary, if any, or the amount due through the next "Termination Date", whichever is less.

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

Under the Agreement, Mr.

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

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

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

In addition, Mr.

Reid agreed to cancel 2,000,000,000 shares of common stock previously issued to him for conversion of Series C Preferred stock.

As additional consideration for the cancellation of the common shares the Company agreed to issue Mr.

Reid 200,000 shares of Series C Preferred stock.

Reid agreed that

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

Reid will advise us from time to time

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

Summary Compensation Table

The following table sets forth, for our named executive officers for the two completed fiscal years ended September 30, 2020, and 2019:

Principal Position

The following table sets forth, for

our named executive officers for the two completed fiscal years ended September 30, 2021, and 2020:

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Non-Equity Incentive

Plan Compensation ($)

All Other Compensation

Michael Moore (2)

Reid is our Chief Financial 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

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

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

2021 and 2020.

Director Compensation

Our Directors have not received compensation for the years September 30, 2021 and 2020.

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:

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters.

The following table presents information regarding the beneficial ownership of all shares

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

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

Each person who owns beneficially outstanding shares of our preferred

Each director;

6 unchanged sentences

All directors and officers as a group (one person)

(1) Unless otherwise indicated, the address for each of these stockholders is c/o Cleartronic, Inc., at 8000 North Federal Highway, Suite 100, Boca Raton, Florida 33487.

Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which he beneficially owns.

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

As of the date of this report, we have 5,000,000,000 authorized shares of common stock, par value $0.00001 per share, of which 223,994,635 shares were issued and outstanding.

As of the date of this report, we have 71,250,010 authorized and designated shares of preferred stock, par value $0.00001 per share, of which 8,617,275 shares were issued and outstanding.

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

stockholders is c/o Cleartronic, Inc., at 8000 North Federal Highway, Suite 100, Boca Raton, Florida 33487.

Also, unless otherwise indicated,

each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred

stock which he beneficially owns.

(2) Beneficial ownership is determined in accordance with

the rules of the Securities and Exchange Commission.

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

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

As of the date of this report, we

have 71,250,010 authorized and designated shares of preferred stock, par value $0.00001 per share, of which 7,525,403 shares were issued

and outstanding.

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

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

See below for a description of our preferred stock

and voting rights.

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

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

Moore is our Chief Executive Officer and a director.

Reid is our president, chief financial officer, principal

accounting officer, secretary, and director.

Moore is our Chief Executive

Officer and a director.

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

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

Other than as stated herein, there are no arrangements or

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

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

1 unchanged sentence

Preferred Stock

As of the date of this report, we have 200,000,000 authorized shares of preferred stock, par value $0.00001 per share, of which 8,617,275 shares were issued and outstanding.

As of the date of this report, we have

200,000,000 authorized shares of preferred stock, par value $0.00001 per share, of which 7,525,403 shares were issued and outstanding.

There are currently 5 series of preferred stock designated as follows:

1 unchanged sentence

10 shares have been designated as Series B Preferred Stock, none of which is issued and outstanding;

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

50,000,000 shares have been designated as Series C Preferred Stock,

3,341,503 of which are issued and outstanding;

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

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

Pursuant to our Articles of Incorporation establishing our preferred stock:

A holder of shares of the Series A Preferred Stock is entitled to the number of votes equal to the number of shares of the Series A Preferred Stock held by such holder multiplied by one on all matters submitted to a vote of our stockholders.

Each one share of our Series A Preferred Stock shall be convertible into 100 shares of our common stock.

Each holder of Series A Preferred Stock is entitled to receive cumulative dividends at the rate of 8% of $1.00 per annum on each outstanding share of Series A Preferred Stock then held by such holder, on a pro rata basis.

A holder of shares of the Series B Preferred Stock is entitled one vote per share on all matters submitted to a vote of our stockholders.

If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have voting rights equal to two times the sum of the total number of shares of our common stock which are issued and outstanding at the time of voting, plus the total number of shares of any shares of our preferred stock which are issued and outstanding at the time of voting.

Pursuant to our Articles of Incorporation

establishing our preferred stock:

A holder of shares of the Series A Preferred Stock is entitled to the

number of votes equal to the number of shares of the Series A Preferred Stock held by such holder multiplied by one on all matters submitted

to a vote of our stockholders.

Each one share of our Series A Preferred Stock shall be convertible into 100 shares of our common

Each holder of Series A Preferred Stock is entitled to receive cumulative dividends at the rate of 8% of $1.00 per annum

on each outstanding share of Series A Preferred Stock then held by such holder, on a pro rata basis.

A holder of shares of the Series B Preferred Stock is entitled one

vote per share on all matters submitted to a vote of our stockholders.

If at least one share of Series B Preferred Stock is issued

and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall

have voting rights equal to two times the sum of the total number of shares of our common stock which are issued and outstanding at the

time of voting, plus the total number of shares of any shares of our preferred stock which are issued and outstanding at the time of voting.

A holder of shares of the Series B Preferred Stock shall have no conversion rights or rights to dividends.

A holder of shares of the Series C Preferred Stock is entitled, to the number of votes equal to the number of shares of the Series C Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders.

In addition, the holders of our Series C Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

A holder of shares of the Series C Preferred Stock is entitled, to the

number of votes equal to the number of shares of the Series C Preferred Stock held by such holder multiplied by 5 on all matters submitted

to a vote of our stockholders.

In addition, the holders of our Series C Preferred Stock shall be entitled to receive dividends when,

as and if declared by the Board of Directors, in its sole discretion.

No dividends have been declared.

Finally, each one share of our Series C Preferred Stock shall be convertible into five shares of our common stock.

A holder of shares of the Series D Preferred Stock is entitled, to the number of votes equal to the number of shares of the Series D Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders.

In addition, the holders of our Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

Finally, each one share

of our Series C Preferred Stock shall be convertible into five shares of our common stock.

A holder of shares of the Series D Preferred Stock is entitled, to the

number of votes equal to the number of shares of the Series D Preferred Stock held by such holder multiplied by 5 on all matters submitted

to a vote of our stockholders.

In addition, the holders of our Series D Preferred Stock shall be entitled to receive dividends when,

as and if declared by the Board of Directors, in its sole discretion.

No dividends have been declared.

Finally, each one share of our Series D Preferred Stock shall be convertible into five shares of our common stock.

A holder of shares of the Series E Preferred Stock is entitled, to the number of votes equal to the number of shares of the Series E Preferred Stock held by such holder multiplied by 100 on all matters submitted to a vote of our stockholders.

In addition, the holders of our Series E Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

Finally, each one share

of our Series D Preferred Stock shall be convertible into five shares of our common stock.

A holder of shares of the Series E Preferred Stock is entitled, to the

number of votes equal to the number of shares of the Series E Preferred Stock held by such holder multiplied by 100 on all matters submitted

to a vote of our stockholders.

In addition, the holders of our Series E Preferred Stock shall be entitled to receive dividends when,

as and if declared by the Board of Directors, in its sole discretion.

No dividends have been declared.

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

Certain Relationships and Related Transactions and Director Independence

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

Finally, each one share

of our Series E Preferred Stock shall be convertible into 100 shares of our common stock.

Certain Relationships and

Related Transactions and Director Independence.

On July 15, 2021, a shareholder returned

875,000 shares of Company's common stock to the Company in exchange for the two notes receivable in the total sum of $25,000 and $1,576

in interest receivable.

Principal Accounting Fees

and Services.

The aggregate fees billed by Liggett

for professional services rendered for the audit and reviews of our financial statements for the fiscal years ended September

30, 2021 and 2020 were $46,000 and $46,000, respectively.

Audit Related Fees

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

for professional services rendered for the audit of our annual financial statements for the fiscal 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.

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, 2021 and 2020 was $3,000 and $3,300, respectively.

The aggregate tax fees billed by Liggett

professional services rendered for tax services for the fiscal years ended September 30, 2021 and 2020 was $1,200 and

$1,200, respectively.

All Other 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

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

There were no other fees billed by

Liggett & Webb, P.A.

for professional services rendered during the fiscal years ended September 30, 2021 and 2020, other than as stated

under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

Audit Committee Pre-Approval of

Audit and Permissible Non-Audit Services of Independent Auditors

Given the small size of our Board,

our Board acts as our Audit Committee.

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

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

These services may include

audit services, audit-related services, tax services, and other services.

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

Exhibits, Financial Statement Schedules.

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

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

Exhibits, Financial Statement

(a) All financial statements are included

in Item 8 of this report.

(b) All financial statement schedules

required to be filed by Item 8 of this report and the exhibits contained in this report are included in Item 8 of this report.

to this report:

Identification of Exhibit

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Articles of Incorporation, filed as exhibit 3.01 to the registrant's registration

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

Articles of Amendment to Articles of Incorporation filed March 12, 2001, filed as

exhibit 3.02 to the registrant's registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed October 4, 2004, filed as

exhibit 3.03 to the registrant's registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed March 31, 2005, filed as

exhibit 3.04 to the registrant's registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed May 9, 2008, filed as exhibit

3.02 to the registrant's registration statement on Form S-1 on May 28, 2008, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed June 28, 2010, filed as exhibit

3.7 to the registrant's Form 10-Q on February 14, 2011, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed May 6, 2011, filed as exhibit

3.1 to the registrant's Form 8-K on May 6, 2011, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed April 19, 2012, filed as

exhibit 3.09 to the registrant's Form 10-Q on May 14, 2012, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed September 7, 2012, filed

as exhibit 3.1 to the registrant's Form 8-K on September 7, 2012, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed September 19, 2012, filed

as exhibit 3.1 to the registrant's Form 8-K on September 19, 2012, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed October 5, 2012, filed as

exhibit 3.1 to the registrant's Form 8-K on October 5, 2012, Commission File Number 333-135585.

Articles of Amendment to Articles of Incorporation filed December 28, 2013, filed

as exhibit 3.12 to the registrant's Form 8-K on January 14, 2014, Commission File Number 333-135585.

Bylaws, filed as exhibit 3.05 to the registrant's registration statement on Form SB-2

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

Amended and Restated Bylaws, filed as exhibit 3.1 to the registrant's Form 8-K on

July 26, 2010, Commission File Number 333-135585.

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

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

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

Reid and the registrant,

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

Lease Agreement dated November 30, 2014, between BGNP Associates,

LLC and Cleartronic, Inc, filed as Exhibit 10.10 to the registrant's Form 10-K on January 13, 2015, Commission File Number 000-55329

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

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

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

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

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

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

Reid and the registrant,

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

Subscription Agreement between registrant and private accredited investor dated March

31, 2015 for purchase of 278,743 shares of Series D Convertible Preferred stock, filed as exhibit 10.1 to the registrant's Form 8-K on

April 10, 2015, Commission File Number 000-55329

Subscription Agreement between registrant and private accredited investor dated March

31, 2015 for purchase of 270,024 shares of Series D Convertible Preferred stock, filed as exhibit 10.2 to the registrant's Form 8-K on

April 10, 2015, Commission File Number 000-55329

Subscription Agreement between registrant and private accredited investor dated March

31, 2015 for purchase of 278,743 shares of Series D Convertible Preferred stock, filed as exhibit 10.3 to the registrant's Form 8-K on

April 10, 2015, Commission File Number 000-55329

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

Certification of Michael M.

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

Moore, Chief Executive Officer of Cleartronic, Inc., pursuant

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

Certification of Larry M.

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

Reid, Chief Financial Officer and Principal Accounting Officer

of Cleartronic, Inc., pursuant to 18 U.S.C.

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

Certification of Michael M.

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

Moore, Chief Executive Officer of Cleartronic, Inc., pursuant

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

Certification of Larry M.

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

Reid, Chief Financial Officer and Principal Accounting Officer

of Cleartronic, Inc., pursuant to 18 U.S.C.

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

XBRL Documents

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

*Filed herewith.

**Previously filed.

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with Section 13 or 15(d)

of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

CLEARTRONIC, INC.

February 18, 2021

/s/ Michael M.

Moore, Chief Executive Officer

Reid, Chief Financial Officer and

December 29, 2021

Moore, Chief Executive

By /s/ Larry M.

Reid, Chief Financial Officer

Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 18, 2021

By /s/ Michael M.

Moore, Chief Executive Officer

Pursuant to the requirements of the

Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the

capacities and on the dates indicated.

December 29, 2021

By /s/ Michael

Moore, Chief Executive

By /s/ Larry M.

Reid, Chief Financial Officer and

Reid, Chief Financial Officer

Principal Accounting Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of:

Cleartronic, Inc.

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

Opinion on the Financial Statements

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

and Subsidiaries (the Company) as of September 30, 2020 and 2019, the related consolidated statements of operations, changes in stockholders deficit and cash flows for each of the two years in the period ended September 30, 2020 and the related notes (collectively referred to as the consolidated financial statements).

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.

(the Company) as of September 30, 2021 and 2020, and the related consolidated statements of operations, stockholders'

deficit, and cash flows for each of the years in the two-year period ended September 30, 2021, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Companys management.

Our responsibility is to express an opinion on the Companys financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

These financial statements are the responsibility of the Company's management.

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

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

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

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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

Accordingly, we express no such opinion.

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

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

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

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

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of accounts receivable

As described in Note 2 to the consolidated financial statements, the Company provides an allowance for uncollectible accounts based upon a periodic review and analysis of outstanding accounts receivable balances.

Uncollectible receivables are charged to the allowance when deemed uncollectible.

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

Auditing management's estimate of the allowance for doubtful accounts was highly judgmental as it involved our assessment of the historical data, collections and other inputs used by the Company.

To test the allowance for doubtful accounts, we performed audit procedures that included, among others, evaluating the methodologies used in the determination of allowance for doubtful account and the historical data, collections and other inputs used by the Company as well as the subsequent collections.

/s/ Liggett & Webb, P.A.

LIGGETT & WEBB, P.A.

Certified Public Accountants

We have served as the Companys auditor since 2016.

We have served as the Company’s auditor since 2016.

Boynton Beach, Florida

February 17, 2021

December 29, 2021

CLEARTRONIC, INC.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2020 AND 2019

September 30, 2021

September 30, 2020

Current assets:

2 unchanged sentences

Note receivable

Assets from discontinued operations

Total current assets

2 unchanged sentences

Due from related party

ReadyOp and ReadyMed software platforms (net of amortization)

Total other assets

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES AND STOCKHOLDERS'

Current liabilities:

4 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

1 unchanged sentence

Commitments and Contingencies (See Note 8)

Stockholders' deficit:

Series A preferred stock - $.00001 par value;

1,250,000 shares authorized,

512,996 issued and outstanding, respectively.

Series B preferred stock - $.00001 par value;

10 shares authorized,

0 shares issued and outstanding, respectively.

Series C preferred stock - $.00001 par value;

50,000,000 shares authorized,

4,433,375 shares issued and outstanding, respectively

Series D preferred stock - $.00001 par value;

10,000,000 shares authorized,

670,904 shares issued and outstanding, respectively.

Series E preferred stock - $.00001 par value, 10,000,000 shares authorized,

3,000,000 shares issued and outstanding, respectively.

Common stock - $.00001 par value;

5,000,000,000 shares authorized,

223,994,635 and 211,994,635 shares issued and outstanding, respectively

Stockholders'

Series A preferred stock - $.

00001 par value;

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

Series B preferred stock - $.

00001 par value;

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

Series C preferred stock - $.

00001 par value;

50,000,000 shares authorized, 3,341,503 and 4,433,375 shares issued and outstanding, respectively

Series D preferred stock - $.

00001 par value;

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

Series E preferred stock - $.

00001 par value, 10,000,000 shares authorized, 3,000,000 shares issued and outstanding, respectively.

Common stock - $.

00001 par value;

5,000,000,000 shares authorized, 228,078,995 and 223,994,635 shares issued, respectively

228,578,995 and 223,994,635 shares outstanding, respectively

Additional paid-in capital

Accumulated Deficit

Total stockholders' deficit

Total liabilities and stockholders' deficit

( 15,694,743 )

( 16,055,841 )

Total stockholders'

Total liabilities and stockholders'

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

2 unchanged sentences

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

For the year ended September 30, 2021

For the year ended September 30, 2020

Cost of Revenue

2 unchanged sentences

Administrative expenses

Amortization and depreciation

Research and development

Total Operating Expenses

Other expense and interest expense

Income from settlement of accounts payable

Gain on the settlement and reversal of accounts payable

Gain on forgiveness of PPP loan

Interest expense, net

Total Other Income (Expense)

Income/(Loss) from continuing operations before income taxes

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

2 unchanged sentences

Loss from discontinued operations

Net Income/(Loss)

Preferred stock dividends Series A Preferred

Net income (loss) attributable to common stockholders

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

Income/(loss) from Continuing Operations

Net income attributable to common stockholders

Net income per share - basic and diluted

Income from Continuing Operations

Loss from discontinued operations

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

Weighted Average of number of shares outstanding - basic and diluted

Net income per common share - basic

Net income per common share - diluted

Weighted Average of number of shares outstanding - basic

Weighted Average of number of shares outstanding - diluted

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

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CONSOLIDATED STATEMENT OF CASH FLOW

FOR THE YEARS ENDED SEPTEMBER 30, 2020 AND 2019

NET INCOME/(LOSS)

Adjustments to reconcile net loss to net cash used in

operating activities:

September 30, 2021

September 30, 2020

Cash Flows From Operating Activities

Adjustments to reconcile net income to net cash provided by (used in) Operating activities:

Amortization of ReadyOp software platform

Amortization of ReadyOp customer list

Depreciation expense

Gain on forgiveness of PPP loan

Gain on the settlement and reversal of accounts payable

Provision (Recovery) for bad debt

Income from settlement of accounts payable

(Increase) decrease in assets:

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Liabilities from discontinued operations

Net Cash Used in Operating Activities

Net Cash Provided By (Used In) Operating Activities

Cash Flows From Investing Activities

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Issuance of note receivable

Issuance of note receivable - discontinued operations

Repayment of note receivable - discontinued operations

Net Cash Used in Investing Activities

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Repayment of installment loan - discontinued operations

Proceeds from notes payable

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

Dividends paid

Net Cash Provided by Financing Activities

Proceeds from loan payable - related party - discontinued operations

Net Cash (Used in) Provided by Financing Activities

Net increase in cash

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Deconsolidation of Voiceinterop, Inc.

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

Accrued interest converted into note payable

Return of 875,000 shares of common stock in exchange for notes and interest receivable

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

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'

FOR THE YEARS ENDED SEPTEMBER 30, 2021 AND 2020

Series A Preferred Stock

Series B Preferred Stock

Series C Preferred Stock

Series D Preferred Stock

Series E Preferred Stock

Additional paid-in

Total Stockholders'

Stockholders'

Balance at September 30, 2019

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( 1,177,381 )

Common stock issued for cash

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

Common stock issued for conversion of accrued dividends

Dividends paid

Net loss for the year ended September 30, 2019

Acquisition of ReadyMed platform in exchange for common stock

Deconsolidation of Voiceintrop, Inc.

Net income for the year ended September 30, 2020

Balance at September 30, 2020

( 16,055,841 )

Returned of common stock in exchange for notes receivable and interest

Series C Convertible Preferred shares exchanged for common stock

( 1,091,872 )

Acquisition of ReadyMed platform in exchange for common shares

Deconsolidation of Voiceintrop, Inc.

Net loss for the year ended September 30, 2020

Net income for the year ended September 30, 2021

Balance at September 30, 2021

( 15,694,743 )

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

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

CLEARTRONIC, INC.

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Cleartronic, Inc.

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

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.

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

The Company's 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 Collabria's command and control software, trade-named ReadyOp.

In addition the Company acquired Collabria's client list.

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

The Company assumed none of Collabria's 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.

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(See Note 10).

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 platforms.

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 11).

On February 14, 2020, the deconsolidation of VoiceInterop was completed and transactions through that date are recorded as discontinued operations (See Note 10).

USE OF ESTIMATES

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

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

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

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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 September 30, 2020 and September 30, 2019.

The Company did not own any cash equivalents on September 30, 2021 and September 30, 2020.

ACCOUNTS RECEIVABLE

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

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 $ 10,000 and $ 6,000 allowances for doubtful accounts as of September 30, 2021 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 ("ReadyMed software platform").

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 $ 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.

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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.

As of September 30, 2021 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, 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.

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

The amortization expense for the years ended September 30, 2021 and 2020 was $ 0 and $ 10,878 , respectively.

As of September 30, 2021 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 September 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 September 30, 2021 and September 30, 2020, the Company had $ 139,577 and $ 0 , respectively, in excess of FDIC insurance limits.

RESEARCH AND DEVELOPMENT COSTS

The Company expenses research and development costs as incurred.

For the years ended September 30, 2020 and 2019, the Company had $152,602 and $207,707, respectively, in research and development costs from continuing operations.

For the years ended September 30, 2021 and 2020, the Company had $ 167,661 and $ 152,602 , respectively, in research and development costs .

REVENUE RECOGNITION AND DEFERRED REVENUES

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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.

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Commissions paid in connection with acquiring new customers are determined based on the value of the contractual fees.

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.

Deferred subscriber acquisition costs will be expensed as incurred on the date the revenue associated with the cost is recognized.

As of September 30, 2021 and September 30, 2020, respectively, the Company recorded $ 41,283 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.

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.

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As of September 30, 2021 and 2020, we had no options and warrants outstanding.

As of September 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 September 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 September 30, 2021 and 2020, we had 512,996 shares of Series A Convertible Preferred stock outstanding, which are convertible into 51,299,600 shares of common stock.

As of September 30, 2021 and 2020, we had 3,341,503 and 4,433,375 shares of Series C Convertible Preferred stock outstanding, respectively, which are convertible into 16,707,515 and 22,166,875 shares of common stock, respectively.

As of September 30, 2021 and 2020, we had 670,904 shares of Series D Preferred stock outstanding which are convertible into 3,354,520 shares of common stock.

As of September 30, 2021 and 2020, we had 3,000,000 shares of Series E Convertible Preferred stock outstanding which are convertible into 300,000,000 shares of common stock.

The table below details the computation of basic and diluted earnings per share ("EPS") for the years ended September 30, 2021 and 2020:

September 30, 2021

September 30, 2020

Net income attributable to common stockholders for the year

Preferred stock dividends

Adjusted net income

Weighted average number of shares outstanding

Shares issued upon conversion of preferred stock

Weighted average number of common and common equivalent shares

Diluted earnings per share

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company measures the fair value of its assets and liabilities under ASC topic 820, "Fair Value Measurements and Disclosures".

ASC 820 defines "fair value" as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

There was no impact relating to the adoption of ASC 820 to the Company's consolidated financial statements.

The Company measures the fair value of its assets and liabilities under ASC topic 820, "Fair Value Measurements and Disclosures".

ASC 820 defines "fair value"

as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

There was no impact relating to the adoption of ASC 820 to the Company's consolidated financial statements.

ASC 820 also describes three levels of inputs that may be used to measure fair value:

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Inputs that are generally observable.

These inputs may be used with internally developed methodologies that result in management's best estimate of fair value.

Financial instruments consist principally of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and deferred revenue.

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The carrying amounts approximate fair value.

It is management's opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

The Company's fair value hierarchy for intangible assets as of September 30, 2020 and 2019, respectively, was as follows:

September 30,

ReadyOp software platform, net of amortization

September 30,

ReadyOp software platform, net of amortization

It is management's opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

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

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

The Company's policy is to record a reserve for technological obsolescence or slow-moving inventory items.

The Company only carries finished goods to be shipped along with completed circuit boards and parts necessary for final assembly of finished product.

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The Company recorded no reserve for obsolete inventory as of September 30, 2021 and September 30, 2020, respectively.

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

The Company accounts for stock-based instruments issued for services in accordance with ASC 718 "Compensation Stock Compensation." ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued.

The value of the portion of a stock award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.

ADVERTISING COSTS

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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 lessee's 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 lessee's 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 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:

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) :

Simplifying the Accounting for Income Taxes, as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements.

The FASB's amendments primarily impact ASC 740, Income Taxes , and may impact both interim and annual reporting periods.

ASU 2019-12 will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years and early adoption is permitted.

The Company is currently evaluating the impact of adopting ASU 2019-12.

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

NOTE 3 - PROPERTY AND EQUIPMENT

At September 30, 2021 and September 30, 2020, property and equipment, net, is as follows:

September 30, 2021

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Depreciation expense for the years ended September 30, 2021 and 2020, was $ 2,129 and $ 602 , respectively

NOTE 4 - DEFERRED INCOME TAXES

The Company calculates its deferred tax assets based upon its consolidated net operating loss (NOL) carryovers available to offset future taxable income, net of other tax credit(s) or tax deferred liabilities, if any.

No deferred tax assets for the years ended September 30, 2020 and 2019 have been recorded since any available deferred tax assets are fully offset by increases in its valuation allowances.

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

At September 30, 2020, the Company has an adjusted net operating loss carryforward of approximately $14,574,000 that expire through 2040.

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

Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes plus any available consolidated, net deferred tax credits.

Significant components of the Company's net deferred income tax assets at September 30, 2020 and 2019, respectively are as follows:

Amortization and impairment of license agreement

Allowance for doubtful account

Net operating loss carryforward

Net deferred income tax asset

valuation allowance

Total deferred income tax assets

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

Federal statutory taxes

State income taxes, net of federal benefit

Change in tax rate estimates

Valuation allowance, non-deductible items

Change in valuation allowance

Federal statutory Income tax rate

State taxes, net of federal benefit

Effective rate of deferred tax asset

Valuation allowance

Effective income tax rate

Management has determined that it is more likely than not that the Company will not use the NOL carryforward and has a 100% valuation allowance against the deferred asset.

The reserve is based on historical experience of the Company's operations as it has not recognized net income in its current incarnation and there is no indication of any events or conditions that would show that trend will not continue due to the Company's current expectation of expense requirements.

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 .

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.

The maturity of the note receivable in the amount of $10,000 was extended to August 31, 2021 (See Note 7).

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.

The maturity of the note receivable in the amount of $15,000 was extended to August 31, 2021 (See Note 7).

On July 15, 2021, a shareholder returned 875,000 shares of Company's common stock to the Company in exchange for the two notes receivable in the total sum of $ 25,000 and $ 1,576 in interest receivable (See Note 7).

Interest income for the years ended September 30, 2021 and 2020 was $ 1,167 and $ 409 , respectively.

NOTE 5 - NOTES PAYABLE

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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 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 March 19, 2021.

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 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).

During the years ended September 30,2021 and 2020, the Company made a repayment of $ 48,447 and $ 26,832 , respectively.

As of September 30, 2021 and 2020, the balance due was $ 0 and $ 48,447 .

Interest expense on the notes payable to stockholders was $ 1,754 and $ 9,136 for the years ended September 30, 2021 and 2020, respectively.

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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.

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.

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.

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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.

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.

On July 20, 2021, the loan was 100 % forgiven by the SBA.

As a result, the Company recorded a gain on forgiveness of PPP loan in the amount of $ 106,727 in the fourth quarter of 2021.

September 30, 2021

September 30, 2020

Note payable (PPP Loan)

current portion

Long-term note payable

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

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

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 $100,000 in cash.

Common stock issued for notes payable

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

As of September 30, 2021 and September 30, 2020, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $ 123,998 and $ 83,071 , respectively.

As discussed above, on June 18, 2019, the shareholder converted $7,204 of accrued dividends into shares of common stock (See Note 9).

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

Common stock issued for Conversion of C Preferred

During the year ended September 30, 2021, the holders of Series C preferred stock, converted 1,091,872 shares of Series C Preferred Stock into 5,459,360 shares of Common Stock.

Common stock issued in Exchange for Notes Receivable

Declaration of Stock Dividend

On April 23, 2018, the board of Directors declared a stock dividend for common stock shareholders and for certain classes of preferred stock shareholder of the Company.

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.

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.

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 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 10).

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NOTE 7 - RELATED PARTY TRANSACTIONS

The Company leases its office space from VoiceInterop the Company's 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 $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 (See Note 2).

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 7).

Rent expense incurred during the years ended September 30, 2021 and 2020 was $ 17,901 and $ 31,532 , respectively (See Note 8).

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.

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).

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 (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).

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

During the years ended September 30,2021 and 2020, the Company made a repayment of $ 48,447 and $ 26,832 , respectively.

As of September 30, 2021 and 2020, the balance due was $ 0 and $ 48,447 (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 5).

The maturity of the note receivable in the amount of $10,000 was extended to August 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 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 maturity of the note receivable in the amount of $15,000 was extended to August 31, 2021 (See Note 4).

As of September 30, 2021, the Company advanced $ 44,801 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.

The amount is due on demand and bears interest at 5 % effective June 30, 2021.

NOTE 8 - 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 $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.

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 .

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

Rent expense incurred during the years ended September 30, 2021 and 2020 was $ 17,901 and $ 31,532 , respectively.

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.

No customer accounted for more than 10 % of the Company's revenue for the years ended September 30, 2021.

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

As of September 30, 2021, no customer accounted for more than 10% of the Company's total outstanding accounts receivable.

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

On May 5, 2017, the Company entered into an Exclusive Licensing Agreement with Sublicensing Terms (the "Agreement") with the University of Southern Florida Research Foundation, Inc.

("USFRF") relating to an exclusive license of certain patent rights in connection with one of USFRF's U.S.

On May 5, 2017, the Company entered into an Exclusive Licensing Agreement with Sublicensing Terms (the "Agreement") with the University of Southern Florida Research Foundation, Inc.

("USFRF") relating to an exclusive license of certain patent rights in connection with one of USFRF's U.S.

Patent Applications.

Both parties recognize that the research and development work provided by the Company was sufficient for USFRF to enter into the Agreement with the Company.

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

The Company paid USFRF a License Issue Fee of $ 6,000 and $ 953 as reimbursement of expenses associated with the filing of the Licensed Patent.

2 unchanged sentences

In the event the Company proposes to sell any Equity Securities, then USFRF will have the right to purchase 5 % of the securities issued in such offering on the same terms and conditions are offered to other purchasers in such financing.

As of September 30, 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.

As of September 30, 2021 and 2020, the Company has recorded $ 6,000 and $ 3,000 for the minimum royalty for the fiscal year ended 2021 and 2020.

NOTE 9 - DEFERRED INCOME TAXES

No deferred tax assets for the years ended September 30, 2021 and 2020 have been recorded since any available deferred tax assets are fully offset by increases in its valuation allowances.

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

At September 30, 2021, the Company has an adjusted net operating loss carryforward of approximately $ 14,210,000 that expire through 2038 .

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

Significant components of the Company's net deferred income tax assets at September 30, 2021 and 2020, respectively are as follows:

Allowance for doubtful account

Net operating loss carryforward

Net deferred income tax asset

valuation allowance

( 3,616,480 )

( 3,703,533 )

Total deferred income tax assets

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

Federal statutory taxes

State income taxes, net of federal benefit

Change in tax estimates

Valuation allowance, non-deductible items

Change in valuation allowance

Federal statutory Income tax rate

State taxes, net of federal benefit

Effective rate of deferred tax asset

Valuation allowance

Effective income tax rate

Management has determined that it is more likely than not that the Company will not use the NOL carryforward and has a 100% valuation allowance against the deferred asset.

NOTE 10 - DISCONTINUED OPERATIONS

1 unchanged sentence

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.

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

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

The Company's 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.

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.

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

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 Statements of Operations for the period from October 1, 2019 to February 14, 2020.

For the period

From October 1, 2019 to

February 14, 2020

(Deconsolidation Date)

September 30, 2019

Cost of Revenue

7 unchanged sentences

Interest and other expense

Total Other Income (Expense)

Total Other Expense

Loss Before Income Taxes

3 unchanged sentences

and discontinued operations are not presented.

September 30,

February 14, 2020

(Deconsolidation Date)

7 unchanged sentences

Deferred revenue, current portion

Deferred rent, current portion

Installment loan, net, current portion

4 unchanged sentences

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

Loan Payable - related party

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.

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.

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.

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.

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.

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.

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 $ 17,901 and $ 31,532 for the years ended September 30, 2021 and 2020, 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.

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

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael M.

Moore, certify that:

I have reviewed this Form 10-K, of Cleartronic, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

(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 principles;

(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;

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and Report financial information;

(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.

February 18, 2021

/s/ Michael M.

Moore, Chief Executive Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Reid, certify that:

1.I have reviewed this Form 10-K, of Cleartronic, Inc.;

(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.

February 18, 2021

Reid, Chief Financial Officer and Principal Accounting Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C.

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-K, of Cleartronic, Inc.

for the fiscal year ending September 30, 2020, I, Michael M.

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

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

Such Annual Report on Form 10-K, for the fiscal year ending September 30, 2020, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;

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.

February 18, 2021

/s/ Michael Moore

Moore, Chief Executive Officer of Cleartronic, Inc.

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C.

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-K, of Cleartronic, Inc.

for the fiscal year ending September 30, 2020, I, Larry M.

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

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

Such Annual Report on Form 10-K, for the fiscal year ending September 30, 2020, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;

February 18, 2021

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

NOTE 11 - SUBSEQUENT EVENTS

On December 1, 2021, the Company signed a one year lease approximately 2,000 square feet for our principal offices in Boca Raton, Florida.

The monthly rent is $ 2,200 .

The lease expires on November 30, 2022 .

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