What changed in this filing

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Item 1. Financial Statements

2022-02-10 compared with 2021-08-16 · 89 added, 371 removed, 259 unchanged (64% of the section changed)

1 unchanged sentence

CLEARTRONIC, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2021

December 31, 2021

Current assets:

1 unchanged sentence

Prepaid expenses and other current assets

Note receivable

Total current assets

5 unchanged sentences

Current liabilities:

Accounts payable

Accrued expenses

Accounts payable and accrued expenses

Deferred revenue, current portion

Notes payable stockholders

Note payable, current portion

Total current liabilities

Long Term Liabilities

Note payable, net of current portion

Deferred revenue, net of current portion

11 unchanged sentences

00001 par value;

50,000,000 shares authorized, 3,911,715 and 4,433,375 shares issued and outstanding, respectively

50,000,000 shares authorized, 3,341,503 shares issued and outstanding, respectively.

Series D preferred stock - $.

5 unchanged sentences

00001 par value;

5,000,000,000 shares authorized, 226,602,935 and 223,994,635 shares issued and outstanding, respectively

5,000,000,000 shares authorized, 228,578,995 shares issued and outstanding, respectively.

Additional paid-in capital

6 unchanged sentences

CLEARTRONIC, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

For the Three Months ended June 30, 2021

For the Three Months ended June 30, 2020

For the Nine Months ended June 30, 2021

For the Nine Months ended June 30, 2020

For the Three Months ended December 31, 2021

For the Three Months ended December 31, 2020

Cost of Revenue

2 unchanged sentences

Administrative expenses

Amortization and depreciation

Research and development

Total Operating Expenses

Gain on the settlement and reversal of accounts payable

Interest expense, net

Total Other Income(Expense)

Income from continuing operations before income taxes

Provision for income taxes from continuing operations

Income from continuing operations

Discontinued operations

Loss from discontinued operations before income taxes

Provision for Income taxes from discontinued operations

Loss from discontinued operations

Total Other Expense

Income from operations before income taxes

Provision for income taxes from operations

Preferred stock dividends Series A Preferred

Net income attributable to common stockholders

Net income per share - basic and diluted

Income from Continuing Operations

Loss from discontinued operations

Net income per common share - basic

4 unchanged sentences

CLEARTRONIC, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

For nine months

June 30, 2021

June 30, 2020

For the Three Months

December 31, 2021

December 31, 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

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

Depreciation expense

Gain on the settlement and reversal of accounts payable

Provision (Recovery) for bad debt

Provision for bad debt

(Increase) decrease in assets:

2 unchanged sentences

Due from related party

Assets from discontinued operations

Increase (decrease) in liabilities:

Accounts payable

Accrued expenses

Accounts payable and accrued expenses

Deferred revenue

Liabilities from discontinued operations

Net Cash Provided By (Used In) Operating Activities

Net Cash Used In Operating Activities

Cash Flows From Investing Activities

Purchase of fixed assets

Issuance of note receivable

Net Cash Used in Investing Activities

Cash Flows From Financing Activities

Proceeds from issuance of installment loan-discontinued operations

Repayment of installment loan - discontinued operations

Proceeds from notes payable

Repayment of notes payable

Repayment of notes payable stockholders

Proceeds from loan payable - related party - discontinued operations

Net Cash (Used in) Provided by Financing Activities

Net increase in cash

Net Cash Used in Financing Activities

Net decrease in cash

Cash at beginning of period

3 unchanged sentences

Cash paid for taxes

Supplemental disclosure of non-cash investing and financing activities:

Operating lease asset obtained for operating lease liability from discontinued operations

Deconsolidation of Voiceinterop, Inc.

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

CLEARTRONIC, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2021

Preferred Stock

Stockholders'

Balance at March 31, 2021 (Unaudited) 

( 15,949,295 )

Net income for the three months ended June 30, 2021

Balance at June 30, 2021  

( 15,884,052 )

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE THREE MONTHS ENDED DECEMBER 31, 2021

Preferred Stock

6 unchanged sentences

( 15,694,743 )

Series C Convertible Preferred shares exchanged for common shares

Net income for the nine months ended June 30, 2021

Balance at June 30, 2021  

Net income for the three months ended December 31, 2021

Balance at December 31, 2021  

( 15,634,496 )

1 unchanged sentence

CLEARTRONIC, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2020

(Restated and Unaudited)

Preferred Stock

Stockholders'

Balance at March 31, 2020 (Restated and Unaudited)

( 16,167,449 )

Net income for three months ended June 30, 2020

Balance at June 30, 2020 (Restated and Unaudited)

( 16,103,433 )

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE THREE MONTHS ENDED DECEMBER 31, 2020

Preferred Stock

3 unchanged sentences

Preferred Stock

Stockholders'

Stockholders’

Balance at September 30, 2020 

( 16,055,841 )

( 1,177,381 )

Deconsolidation of Voiceintrop, Inc.

Acquisition of ReadyMed platform in exchange for common shares

Net income for nine months ended June 30, 2020

Balance at June 30, 2020 (Restated and Unaudited)

Net income for the three months ended December 31, 2020

Balance at December 31, 2020  

( 16,020,417 )

1 unchanged sentence

CLEARTRONIC, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements

June 30, 2021

December 31, 2021

NOTE 1 - ORGANIZATION

10 unchanged sentences

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

(See Note 9).

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

7 unchanged sentences

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 9).

BASIS OF PRESENTATION

4 unchanged sentences

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

Operating results for the three and nine months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2021.

Operating results for the three months ended December 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2022.

USE OF ESTIMATES

1 unchanged sentence

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

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

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

CASH AND CASH EQUIVALENTS

For financial statement purposes, the Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

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

The Company did not own any cash equivalents on December 31, 2021 and September 30, 2021.

ACCOUNTS RECEIVABLE

5 unchanged sentences

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

The Company provided $ 6,000 and $ 6,000 allowances for doubtful accounts as of June 30, 2021 and September 30, 2020, respectively.

The Company provided $ 10,000 and $ 10,000 allowances for doubtful accounts as of December 31, 2021 and September 30, 2021, respectively.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter onset the property and equipment is put into service.

ASSET ACQUISITION

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

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

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.

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

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

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

Accordingly, the ReadyMed software platform purchased price was adjusted.

As of June 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.

In exchange for these assets the Company issued 3,000,000 shares of restricted Series E Convertible Preferred stock valued at $ 292,240 .

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 nine months ended June 30, 2021 and 2020 was $ 0 and $ 10,878 , respectively.

The amortization expense for the three months ended June 30, 2021 and 2020 was $ 0 and $ 0 , respectively.

As of June 30, 2021 and September 30, 2020, ReadyOp software platform has been fully amortized.

CONCENTRATION OF CREDIT RISK

1 unchanged sentence

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

As of June 30, 2021 and September 30, 2020, the Company had $ 51,690 and $ 0 , respectively, in excess of FDIC insurance limits.

As of December 31, 2021 and September 30, 2021, the Company had $ 0 and $ 139,577 , respectively, in excess of FDIC insurance limits.

RESEARCH AND DEVELOPMENT COSTS

The Company expenses research and development costs as incurred.

For the nine months ended June 30, 2021 and 2020, the Company had $ 118,612 and $ 114,993 , respectively, in research and development costs .

For the three months ended June 30, 2021 and 2020, the Company had $ 48,285 and $ 28,192 , respectively, in research and development costs.

For the three months ended December 31, 2021 and 2020, the Company had $ 49,260 and $ 30,789 , respectively, in research and development costs.

REVENUE RECOGNITION AND DEFERRED REVENUES

12 unchanged sentences

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 June 30, 2021 and September 30, 2020, respectively, the Company recorded $ 56,866 and $ 20,900 , respectively, 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 December 31, 2021 and September 30, 2021, respectively, the Company recorded $ 0 and $ 41,283 , 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.

9 unchanged sentences

EARNINGS PER SHARE

Basic income (loss) per common share is calculated using the weighted average number of shares outstanding during the periods reported.

Diluted earnings per share include the weighted average effect of all dilutive securities outstanding during the periods presented.

Diluted per share loss is the same as basic per share loss when there is a loss from continuing operations.

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

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

As of June 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 June 30, 2021 and 2020, we had 3,911,715 and 4,433,375 shares of Series C Convertible Preferred stock outstanding, respectively, which are convertible into 19,558,575 and 22,166,875 shares of common stock, respectively.

As of June 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 June 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 three months ended June 30, 2021 and 2020:

Earnings per share (“EPS”) are the amount of earnings attributable to each share of common stock.

For convenience, the term is used to refer to either earnings or loss per share.

EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.

Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted average number of common shares outstanding (the denominator) during the period.

Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income.

The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder.

The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied.

Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23).

Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS.

Under the treasury stock method:

Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued.

The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period.

(See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c.

The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation.

As of December 31, 2021 and 2020, we had no options and warrants outstanding.

As of December 31, 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 December 31, 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 December 31, 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 December 31, 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 three months ended December 31, 2021 and 2020:

For the Three Months ended

June 30, 2021

December 31, 2021

For the Three Months ended

June 30, 2020

December 31, 2020

Net income attributable to common stockholders for the period

3 unchanged sentences

For the Three Months ended

June 30, 2021

December 31, 2021

For the Three Months ended

June 30, 2020

Net income attributable to common stockholders for the period

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

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

For the nine months ended

June 30, 2021

For the nine months ended

June 30, 2020

Net income attributable to common stockholders for the period

Weighted average number of shares outstanding

Basic earnings per share

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

For the nine months ended

June 30, 2021

For the nine months ended

June 30, 2020

December 31, 2020

Net income attributable to common stockholders for the period

25 unchanged sentences

All existing inventory is considered current and usable.

The Company recorded no reserve for obsolete inventory as of June 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.

The Company recorded no reserve for obsolete inventory as of December 31, 2021 and September 30, 2021, respectively.

ADVERTISING COSTS

Advertising costs are expensed as incurred.

The Company had advertising costs of $ 12,583 and $ 25,691 during the nine months ended June 30, 2021 and 2020, respectively, and $ 3,877 and $ 5,497 during the three months ended June 30, 2021 and 2020, respectively.

The Company had advertising costs of $ 5,025 and $ 3,532 during the three months ended December 31, 2021 and 2020, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

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.

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

NOTE 3 - PROPERTY AND EQUIPMENT

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

June 30, 2021

At December 31, 2021 and September 30, 2021, property and equipment, net, is as follows:

December 31, 2021

September 30, 2021

2 unchanged sentences

Total Property and Equipment, net

Depreciation expense for the three months ended June 30, 2021 and 2020, was $ 521 and $ 150 , respectively.

Depreciation expense for the nine months ended June 30, 2021 and 2020, was $ 1,423 and $ 150 , respectively

NOTE 4 - NOTES RECEVABLE

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

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

As of June 30, 2021, interest receivable was $ 638 .

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 August 31, 2021 (See Note 7).

As of June 30, 2021, interest receivable was $ 938 .

Interest income for the three months ended June 30, 2021 and 2020 was $ 395 and $ 0 , respectively.

Interest income for the nine months ended June 30, 2021 and 2020 was $ 1,167 and $ 0 , respectively.

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 Notes 7 and 11).

NOTE 5 - NOTES PAYABLE

Notes payable to Stockholders

As of June 30, 2021 and September 30, 2020, the Company had unsecured notes payable to stockholders totaling $ 0 and $ 48,447 , respectively.

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

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

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

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

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

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

As of June 30, 2021, the note balance was paid in full.

Interest expense on the notes payable to stockholders was $ 0 and $ 2,116 for the three months ended June 30, 2021 and 2020, respectively.

Interest expense on the notes payable to stockholders was $ 2,040 and $ 7,201 for the nine months ended June 30, 2021 and 2020, respectively.

June 30, 2021

September 30,

Note payable stockholder

current portion

Long-term note payable

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

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

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

Note Payable –

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

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

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

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

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

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

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

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

(See Note 11).

June 30, 2021

September 30,

Note payable (PPP Loan)

current portion

Long-term note payable

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

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

Depreciation expense for the three months ended December 31, 2021 and 2020, was $ 814 and $ 451 , respectively.

NOTE 4 - EQUITY TRANSACTIONS

Common stock issued for Ready Med Platform

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

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

Preferred Stock Dividends

As of June 30, 2021 and September 30, 2020, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $ 113,655 and $ 83,071 , respectively.

Common stock issued for Conversion of C Preferred

On March 17, 2021, the holders of Series C preferred stock, converted 521,660 shares of Series C Preferred Stock into 2,608,300 shares of Common Stock.

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.

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

On February 14, 2020, the Company distributed 17,819,827 shares of VoiceInterop common stock to its shareholders (See Note 9).

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

As of December 31, 2021 and September 30, 2021, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $ 134,342 and $ 123,998 , respectively.

NOTE 5 - 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 for approximately $ 1,400 per month.

Through December 1, 2021, the Company leased its office space from VoiceInterop the Company's former wholly owned subsidiary and now 96 % owned by our shareholders for approximately $ 1,400 per month.

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

Rent expense during the three months ended June 30, 2021 and June 30, 2020 was $ 4,473 , and $ 4,905 , respectively.

Rent expense incurred during the nine months ended June 30, 2021 and 2020 was $ 13,428 and $ 27,059 , respectively (See Note 8).

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

In exchange for this asset, the Company issued 12,000,000 shares of Common stock valued at $ 0 (See Notes 2 and 6).

During the year ended 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 5 and 9).

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

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

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

As September 30, 2020, the balance due was $ 48,447 .

As of June 30, 2021, the note balance was paid in full (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 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 August 31, 2021 (See Note 4).

As of June 30, 2021, the Company advanced $ 20,968 to VoiceInterop, the Company's former wholly owned subsidiary and now 96 % owned by our shareholders.

Rent expense incurred during the three months ended December 31, 2021 and 2020 was $ 5,886 and $ 4,473 , respectively (See Note 6).

As of December 31, 2021, the Company advanced $ 51,187 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.

2 unchanged sentences

Obligation Under Operating Lease

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

Through December 1, 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.

3 unchanged sentences

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

Rent expense incurred during the three months ended June 30, 2021 and 2020 was $ 4,473 and $ 4,905 , respectively.

Rent expense incurred during the nine months ended June 30, 2021 and 2020 was $ 13,428 and $ 27,059 , respectively.

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 .

Rent expense incurred during the three months ended December 31, 2021 and 2020 was $ 5,886 and $ 4,473 , respectively.

Revenue and Accounts Receivable Concentration

No customer accounted for more than 10 % of the Company's revenue for the nine months ended June 30, 2021.

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

As of June 30, 2021, one customer accounted for approximately 17 % 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.

For the three months ended December 31, 2021, one customer accounted for 14 % of the Company's revenues .

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

As of December 31, 2021, no customer accounted for more than 10 % of the Company's total outstanding accounts receivable.

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

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.

Effective October 1, 2021, the annual compensation increased to $ 104,000 .

Exclusive Licensing Agreement

8 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.

NOTE 9 –

DISCONTINUED OPERATIONS

In March 2018, the Company approved the spin-off VoiceInterop into a separate company under a Form S-1 registration to be filed with the United States Securities and Exchange Commission.

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

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 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

Cost of Revenue

Operating Expenses:

Selling expenses

Administrative expenses

Professional Fees

Total Operating Expenses

Loss from operations

Other Income (Expense)

Interest and other expense

Total Other Income (Expense)

Loss Before Income Taxes

Provision for Income Taxes

Loss from discontinued operations

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

and discontinued operations are not presented.

Current assets:

Accounts Receivable

Operating lease asset, net

Total Assets from discontinued operations

Current liabilities:

Accounts payable and accrued expenses

Operating lease liability, current

Deferred revenue, current portion

Deferred rent, current portion

Installment loan, net, current portion

Due to related parties

Due to unrelated parties

Total Current liabilities from discontinued operations

Long Term Liabilities

Deferred revenue, net of current

Operating lease liability, net of current

Total Long term liabilities from discontinued operations

Total Liabilities from discontinued operations

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

Operating lease asset and liability

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

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

Rent expense paid to the related party was $ 13,428 and $ 27,059 for the nine months ended June 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.

NOTE 10 - RESTATEMENT

The Company is restating its Condensed Consolidated Unaudited Statement of Operations, Condensed Consolidated Unaudited Statement of Cash Flow, and Condensed Consolidated Unaudited Statement of Changes in Stockholders'

Deficit for the three and nine months ended June 30, 2020.

The restatement shows the previously filed financial statements, the restatement adjustments and as restated columns for the Condensed Consolidated Unaudited Statement of Operations, Condensed Consolidated Unaudited Statement of Cash Flow, and Condensed Consolidated Unaudited Statement of Changes in Stockholders'

Deficit for the three and nine months ended June 30, 2020.

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

The table below present the impact of the restatement in the Company's condensed consolidated unaudited financial statements:

For the Three Months ended June 30, 2020

As previously reported

Statement of Operations

Administrative expense

Amortization and depreciation

Total Operating Expense

Income from continuing operations before income taxes

Net Income attributable to common stockholders

Income from continuing operations

Net Income per common share - basic and diluted

For the Nine Months ended June 30, 2020

As previously reported

Statement of Operations

Administrative expense

Amortization and depreciation

Total Operating Expense

Income from continuing operations before income taxes

Net Income/(Loss)

Net Income/(Loss) attributable to common stockholders

Income from continuing operations

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

June 30, 2020

As previously reported

Statement of Changes in Stockholders’

Additional Paid in Capital

Accumulated Deficit

( 16,241,515 )

( 16,103,433 )

Total Stockholders’

Total Liabilities and Stockholders’

June 30, 2020

As previously reported

Statement of Cash Flow

Net Income/(Loss)

Amortization of ReadyMed software platform

Supplemental disclosures of non-cash investing and financing activities:

Common stock issued for ReadyMed platform

* Reclassification

Certain reclassifications have been made to the 2020 financial statement amounts and disclosures to conform to the 2021 presentation.

NOTE 11 - SUBSEQUENT EVENTS

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

As a result, the Company will record a gain on debt forgiveness of the PPP loan in the amount of $ 106,727 in the fourth quarter of 2021 (See Note 5).

On July 8, 2021, a holder of Series C preferred stock, converted 275,000 shares of Series C Convertible Preferred Stock into 1,375,000 shares of Common Stock.

As of December 31, 2021 and 2020, the Company has recorded $ 2,000 and $ 2,953 for the minimum royalty for the fiscal year ended 2022 and 2021.

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

What changed 10-Q

Item 1. Financial Statements