Cleartronic, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure and Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a - 15(c) and 15d - 15(e)). Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2022, our disclosure controls and procedures were effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our Chief Executive and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a , et seq. ) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 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. -9- The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: ● Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2022. 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, 2022, 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. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth information concerning the directors and executive officers of Cleartronic as of the date of this report: Name Age Position Director Since Richard J. Martin 63 Chairman and Director 2016 Michael M. Moore 68 Chief Executive Officer and Director 2015 Larry M. Reid 78 President, Chief Financial Officer, Secretary and Director 1999 -10- The members of our board of directors are subject to change from time to time by the vote of the stockholders at special or annual meetings to elect directors. Our current board of directors consists of three directors who have expertise in the business of Cleartronic. Based on our continuing profitability, we intend to seek directors and officers who would be able to assist in the execution of our business plan. The foregoing notwithstanding, except as otherwise provided in any resolution or resolutions of the board, directors who are elected at an annual meeting of stockholders, and directors elected in the interim to fill vacancies and newly created directorships, will hold office for the term for which elected and until their successors are elected and qualified or until their earlier death, resignation or removal. Whenever the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution or resolutions of the board, vacancies and newly created directorships of such class or classes or series thereof may generally be filled by a majority of the directors elected by such class or classes or series then in office, by a sole remaining director so elected or by the unanimous written consent or the affirmative vote of a majority of the outstanding shares of such class or classes or series entitled to elect such director or directors. Officers are elected annually by the directors. There are no family relationships among our directors and officers. We may employ additional management personnel, as our board of directors deems necessary. Cleartronic has not identified or reached an agreement or understanding with any other individuals to serve in management positions, but does not anticipate any problem in employing qualified staff. A description of the business experience for the directors and executive officers of Cleartronic is set forth below. Richard J. Martin currently serves as Chairman and Director of Cleartronic, Inc. Prior to joining the Cleartronic team, Martin served as CEO of SMARTLogix, Inc., a petroleum logistics technology company which he founded in 2000. Graduating with an Engineering degree from The University of Buffalo's School of Engineering, Martin joined the Exxon Management Development Program. Following his tenure at Exxon, he purchased an Exxon distributorship in the Carolinas. Culp Petroleum was transformed into a large regional distribution company. While at Culp, Martin developed and implemented several technologies that have since become industry standards. Martin sold the petroleum business in 2005 and focused his efforts on his technology ventures including the SMARTank division of SMARTLogix. SMARTank grew substantially and the technology was later sold to a public company in 2011. Michael M. Moore is currently Chief Executive Officer and a Director of Cleartronic, Inc. He was founder and CEO of Collabria, LLC, a private software development company. Prior to founding Collabria in 2008, Moore for 13 years was CEO of DTNet Group and for seven years served as CEO of Payroll Transfers, Inc. He also was an assistant vice president with both Kidder Peabody and Merrill Lynch. Mr. Moore is an honors graduate of the United States Air Force Academy and served as an Air Force fighter pilot for eight years, flying F-4 and F-16 fighter aircraft. He is also one of six entrepreneurs profiled in the book Daring Visionaries, How Entrepreneurs Build Companies, Inspire Allegiance, and Create Wealth. Larry Reid is the founder of Cleartronic and a co-founder of VoiceInterop. With over thirty years of executive management experience including sales and marketing, operations management, and financial management, from 2001 to 2005 Mr. Reid served as CFO and director of Connectivity, Inc., a manufacturer and distributor of emergency call boxes. He was instrumental in Connectivity's acquisition by CNE Group, Inc., (an American Stock Exchange listed company) and served as Executive Vice President and Director of CNE from 2003 to 2005. Mr. Reid has broad experience in venture start-ups, raising capital, building organizational synergies, creating and developing joint ventures and strategic partnerships, opening new markets, and driving key business initiatives. Early in his professional career in corporate financial management, Mr. Reid was responsible for raising more than $5 million in start-up capital for Ocurest Laboratories, Inc., a company he co-founded to package and distribute over-the-counter eye drops in a new (patented) eye drop dispenser. He forged Ocurest's successful IPO in 1996 and helped lead the company's achieving an estimated 80% market penetration of optical supply retail outlets in the United States. Committees of the Board We do not currently have an Audit, Executive, Finance, Compensation, or Nominating Committee, or any other committee of the Board of Directors. Section 16(a) Beneficial Ownership Reporting Compliance Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Cleartronic with copies of all forms so filed. Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive officers, directors and greater than 10 percent beneficial owners have not complied on a timely basis with all Section 16(a) filing requirements. Communication with Directors Stockholders and other interested parties may contact any of our directors by writing to them at Cleartronic, Inc., at 8000 North Federal Highway, Suite 100, Boca Raton, Florida 33487, Attention: Corporate Secretary. -11- The Company's Board has approved a process for handling letters received by us and addressed to any of our directors. Under that process, the Secretary reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of the Secretary, deal with functions of the board or committees thereof or that he otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence. Conflicts of Interest With respect to transactions involving real or apparent conflicts of interest, we have not adopted any written policies and procedures. Code of Ethics for Senior Executive Officers and Senior Financial Officers We have not adopted a Code of Ethics for Senior Executive Officers and Senior Financial Officers. Item 11. Executive Compensation. Summary of Cash and Certain Other Compensation At present, Cleartronic has two executive officers, Michael M. Moore and Larry M. Reid. Michael M. Moore is the Chief Executive Officer of the Company. The Company executed an Employment Agreement with Mr. Moore on November 28, 2016. Under the Agreement, Mr. Moore agreed that he shall carry out the strategic plans and policies as established by our business plan. Mr. Moore will advise us from time to time on organization, hiring, mergers, and execution of our business plan. Mr. Moore is paid a base salary of $16,667 per month. Unless Cleartronic shall have given Mr. Moore written notice at least 30 days prior to the Termination Date, the Agreement shall automatically renew and continue in effect for additional one-year periods (and all provisions of this anniversary from such original Termination Date shall thereafter be designated as the "Termination Date" for all purposes under the Agreement, provided, however, that we may, at our election at any time after the expiration of the initial term of the Agreement, give Mr. Moore notice of Termination, in which event he shall continue to receive, as severance pay, six months of his base salary, if any, or the amount due through the next "Termination Date", whichever is less. Mr. Moore may terminate the Agreement without severance pay upon 10 days written notice to the Company. The Company executed an Employment Agreement with Mr. Reid on March 13, 2015. The Employment Agreement replaces the previously executed Employment Agreement with Mr. Reid. Pursuant to the Employment Agreement (the "Agreement"), Cleartronic and Mr. Reid agreed that for a one year period beginning on March 13, 2015, we employed Mr. Reid to perform services for us both on and offsite. The last day of the one year period shall be the "Termination Date" for purposes of the Agreement. Termination of the agreement can be made by either party without penalty upon 10 days written notice. Pursuant to the Agreement, Cleartronic and Mr. Reid agreed that for a one year period beginning on November 28, 2016, Mr. Reid to perform services for us both on and offsite. The last day of the one year period shall be the "Termination Date" for purposes of the Agreement. Unless Cleartronic shall have given Mr. Reid written notice at least 30 days prior to the Termination Date, the Agreement shall automatically renew and continue in effect for additional one-year periods (and all provisions of this anniversary from such original Termination Date shall thereafter be designated as the "Termination Date" for all purposes under the Agreement, provided, however, that we may, at our election at any time after the expiration of the initial term of the Agreement, give Mr. Reid notice of Termination, in which event he shall continue to receive, as severance pay, six months of his base salary, if any, or the amount due through the next "Termination Date", whichever is less. Mr. Reid may terminate the Agreement without severance pay upon 10 days written notice to the Company. Under the Agreement, Mr. Reid agreed that he shall carry out the strategic plans and policies as established by our business plan. Mr. Reid will advise us from time to time on organization, hiring, mergers, and execution of our business plan. -12- Summary Compensation Table The following table sets forth, for our named executive officers for the two completed fiscal years ended September 30, 2022, and 2021: Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified deferred compensation earnings ($) All Other Compensation ($) Total ($) Larry M. Reid (1) 2021 96,000 2,000 -0- -0- -0- -0- -0- 98,000 2022 104,000 5,500 -0- -0- -0- -0- -0- 109,500 Michael Moore (2) 2021 200,000 1,000 -0- -0- -0- -0- -0- 201,000 2022 208,462 20,812 -0- -0- -0- -0- -0- 229,274 (1) Mr. Reid is our Chief Financial Officer, Secretary, and a director. (2) Mr. 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, 2022 and 2021. Director Compensation Our Directors have not received compensation for the years September 30, 2022 and 2021. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table presents information regarding the beneficial ownership of all shares of our common stock and preferred stock as of the date of this report by: ● Each person who owns beneficially outstanding shares of our preferred stock; ● Each director; ● Each named executive officer; and ● All directors and officers as a group. Shares of Common Stock Beneficially Owned (2) Shares of Preferred Stock Beneficially Owned (2) Name of Beneficial Owner (1) Number Percent Number Percent Larry M. Reid (3) 5,016,325 2.20% 511,225 5.93% Michael Moore (4) 5,702,988 2.50% 3,000,000 34.18% Richard J. Martin 1,868,202 0.82% 1,582,966 18.37% All directors and officers as a group (one person) 12,587,515 5.52% 5,094,199 59.12% (1) Unless otherwise indicated, the address for each of these stockholders is c/o Cleartronic, Inc., at 8000 North Federal Highway, Suite 100, Boca Raton, Florida 33487. Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which he beneficially owns. (2) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. As of the date of this report, we have 5,000,000,000 authorized shares of common stock, par value $0.00001 per share, of which 228,578,995 shares were issued and outstanding. As of the date of this report, we have 71,250,010 authorized and designated shares of preferred stock, par value $0.00001 per share, of which 7,525,403 shares were issued and outstanding. Mr. Reid owns 511,525 shares of Series C Preferred stock. See below for a description of our preferred stock and voting rights. Mr. Martin owns 512,996 shares of our Series A Preferred stock and 1,070,000 shares of our Series C Preferred stock. (3) Mr. Reid is our president, chief financial officer, principal accounting officer, secretary, and director. (4) Mr. Moore is our Chief Executive Officer and a director. Mr. Moore owns 5,702,988 shares of our common stock and 3,000,000 shares of our Series E Preferred stock. -13- Other than as stated herein, there are no arrangements or understandings, known to us, including any pledge by any person of our securities: ● The operation of which may at a subsequent date result in a change in control of Cleartronic; or ● With respect to the election of directors or other matters. Preferred Stock As of the date of this report, we have 200,000,000 authorized shares of preferred stock, par value $0.00001 per share, of which 7,525,403 shares were issued and outstanding. There are currently 5 series of preferred stock designated as follows: ● 1,250,000 shares have been designated as Series A Preferred Stock, 512,996 of which are issued and outstanding; ● 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, 3,341,503 of which are issued and outstanding; and ● 10,000,000 shares have been designated Series D Preferred stock, of which 670,904 are issued and outstanding; and ● 10,000,000 shares have been designated Series E Preferred stock, of which 3,000,000 are issued and outstanding. Pursuant to our Articles of Incorporation establishing our preferred stock: ● A holder of shares of the Series A Preferred Stock is entitled to the number of votes equal to the number of shares of the Series A Preferred Stock held by such holder multiplied by one on all matters submitted to a vote of our stockholders. Each one share of our Series A Preferred Stock shall be convertible into 100 shares of our common stock. Each holder of Series A Preferred Stock is entitled to receive cumulative dividends at the rate of 8% of $1.00 per annum on each outstanding share of Series A Preferred Stock then held by such holder, on a pro rata basis. ● A holder of shares of the Series B Preferred Stock is entitled one vote per share on all matters submitted to a vote of our stockholders. If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have voting rights equal to two times the sum of the total number of shares of our common stock which are issued and outstanding at the time of voting, plus the total number of shares of any shares of our preferred stock which are issued and outstanding at the time of voting. A holder of shares of the Series B Preferred Stock shall have no conversion rights or rights to dividends. ● A holder of shares of the Series C Preferred Stock is entitled, to the number of votes equal to the number of shares of the Series C Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders. In addition, the holders of our Series C Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. No dividends have been declared. Finally, each one share of our Series C Preferred Stock shall be convertible into five shares of our common stock. ● A holder of shares of the Series D Preferred Stock is entitled, to the number of votes equal to the number of shares of the Series D Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders. In addition, the holders of our Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. No dividends have been declared. Finally, each one share of our Series D Preferred Stock shall be convertible into five shares of our common stock. ● A holder of shares of the Series E Preferred Stock is entitled, to the number of votes equal to the number of shares of the Series E Preferred Stock held by such holder multiplied by 100 on all matters submitted to a vote of our stockholders. In addition, the holders of our Series E Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. No dividends have been declared. Finally, each one share of our Series E Preferred Stock shall be convertible into 100 shares of our common stock. -14- Item 13. 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. Item 14. Principal Accounting Fees and Services. Change in Audit Firms On October 6, 2022, Liggett & Webb P.A. ("L&W") resigned as the independent auditors of Cleartronic, Inc., a company incorporated under the laws of the State of Florida (the "Company"). The Company’s Board of Directors accepted L&W's resignation on October 6, 2022. The reports of L&W on the financial statements of the Company as of and for the fiscal year ended September 30, 2021 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's most recent fiscal years and the subsequent interim period through October 6, 2022, there were no disagreements with L&W on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of L&W, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report. During the Company’s most recent fiscal years and the subsequent period through October 6, 2022, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K. The Company provided L&W with a copy of the foregoing disclosure and requested L&W to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein. A copy of such letter furnished by L&W is filed as Exhibit 16.1 to the form 8-K filed by the Company. On December 7, 2022, the Board of Directors of the Company approved the engagement of Assurance Dimensions (“Assurance”) as the Company’s independent registered public accounting firm for the audit of the Company’s annual report on Form 10-K for the year ended September 30, 2022. Audit Fees The aggregate fees billed by Liggett & Webb, P.A. for professional services rendered for the audit and reviews of our financial statements for the fiscal years ended September 30, 2021, was $46,000. The aggregate fees billed by Assurance Dimensions for professional services rendered for the audit and review of our financial statements for the fiscal year ended September 30, 2022, was $30,000. Audit Related Fees The aggregate audit-related fees billed by Liggett & Webb, P.A. for professional services rendered for the audit of our annual financial statements for the fiscal year ended September 30, 2021 was $3,000. Tax Fees The aggregate tax fees billed by Liggett & Webb, P.A. professional services rendered for tax services for the fiscal years ended September 30, 2022 and 2021 was $1,500 and $1,200, respectively. All Other Fees There were no other fees billed by Assurance Dimensions ("Assurance") for professional services rendered during the fiscal years ended September 30, 2022, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees. There were no other fees billed by Ligget & Webb, P.A. for professional services rendered during the fiscal years ended September 30, 2022 and 2021, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors Given the small size of our Board, our Board acts as our Audit Committee. Our Board pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Board approves these services on a case-by-case basis. PART IV Item 15. Exhibits, Financial Statement Schedules. (a) All financial statements are included in Item 8 of this report. (b) All financial statement schedules required to be filed by Item 8 of this report and the exhibits contained in this report are included in Item 8 of this report. -15- (c) The following exhibits are attached to this report: Exhibit No. Identification of Exhibit 3.1** 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. 3.2** 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. 3.3** 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. 3.4** 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. 3.5** 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. 3.6** 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. 3.7** 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. 3.8** 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. 3.9** 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. 3.10** 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. 3.11** 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. 3.12** 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. 3.13** Bylaws, filed as exhibit 3.05 to the registrant's registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585. 3.14** Amended and Restated Bylaws, filed as exhibit 3.1 to the registrant's Form 8-K on July 26, 2010, Commission File Number 333-135585. 10.1** Employment Agreement dated October 5, 2012, between Larry M. Reid and the registrant, filed as exhibit 10.1 to the registrant's Form 8-K on October 12, 2012, Commission File Number 333-135585. 10.2** Lease Agreement dated November 30, 2014, between BGNP Associates, LLC and Cleartronic, Inc, filed as Exhibit 10.10 to the registrant's Form 10-K on January 13, 2015, Commission File Number 000-55329 10.3** Employment Agreement dated March 13, 2015, between Larry M. Reid and the registrant, filed as Exhibit 10.1 to the registrant's Form 8-K on March 18, 2015, Commission File Number 000-55329 10.4** Subscription Agreement between registrant and private accredited investor dated March 31, 2015 for purchase of 278,743 shares of Series D Convertible Preferred stock, filed as exhibit 10.1 to the registrant's Form 8-K on April 10, 2015, Commission File Number 000-55329 10.5** Subscription Agreement between registrant and private accredited investor dated March 31, 2015 for purchase of 270,024 shares of Series D Convertible Preferred stock, filed as exhibit 10.2 to the registrant's Form 8-K on April 10, 2015, Commission File Number 000-55329 10.6** Subscription Agreement between registrant and private accredited investor dated March 31, 2015 for purchase of 278,743 shares of Series D Convertible Preferred stock, filed as exhibit 10.3 to the registrant's Form 8-K on April 10, 2015, Commission File Number 000-55329 10.7** Promissory Note date November 24, 2015 in the original amount of $50,000 issued to Mr. Marc Moore filed as exhibit 10.18 to the registrant's Form 10-K on January 13, 2016, Commission File 000-55329. 10.8** Asset Purchase Agreement dated November 29, 2016 between the registrant and Collabria LLC. Filed as an exhibit to the registrant's Form 8-K on December 5, 2016. 10.9** Employment Agreement dated November 28, 2016 between the registrant and Mr. Moore. 10.10** Promissory Note dated September 27, 2017 in the amount of $35,000 issued to Richard Martin. 10.11** Promissory Note dated October 12, 2017 in the amount of $15,000 issued to Richard Martin 10.12** Installment Note dated September 30, 2019 in the amount of $75,279 issued to Richard Martin 10.13** Lease Agreement dated December 1, 2018 , between BGNP Associates, LLC and VoiceInterop, Inc. 10.14** Promissory Note dated December 2, 2019 in the amount of $50,000 issued to Mr. John F. Marek. 31.1* Certification of Michael M. Moore, Chief Executive Officer of Cleartronic, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Larry M. Reid, Chief Financial Officer and Principal Accounting Officer of Cleartronic, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Michael M. Moore, Chief Executive Officer of Cleartronic, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Larry M. Reid, Chief Financial Officer and Principal Accounting Officer of Cleartronic, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002. 101 XBRL Instance Document (XBRL tags are embedded within the Inline iXBRL document) ____________ *Filed herewith. **Previously filed. -16- SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CLEARTRONIC, INC. Date: December 29, 2022 By /s/ Michael M. Moore Michael M. Moore, Chief Executive Officer By /s/ Larry M. Reid Larry M. Reid, Chief Financial Officer and Principal Accounting Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: December 29, 2022 By /s/ Michael M. Moore Michael M. Moore, Chief Executive Officer By /s/ Larry M. Reid Larry M. Reid, Chief Financial Officer and Principal Accounting Officer -17- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 5036 ) To the Board of Directors and Stockholders of Cleartronic, Inc.: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Cleartronic, Inc. (the Company) as of September 30, 2022, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related consolidated notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022, and the results of its operations and its cash flows for year ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Valuation of accounts receivable Description of the Matter As described in Note 2 to the consolidated financial statements, the Company provides an allowance for 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. How We addressed the Matter in our Audit The primary procedures performed included evaluating the methodologies used in the determination of allowance for doubtful account and reviewing historical data, collections and other inputs used by the Company as well as subsequent collections. We have served as the Company’s auditor since 2022. /s/ Assurance Dimensions Margate, Florida December 29, 2022 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ( PCAOB ID 287 ) To the Board of Directors and Stockholders of Cleartronic, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Cleartronic, Inc. (the Company) as of September 30, 2021 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year 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 the results of its operations and its cash flows for the year 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 Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. 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. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit 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 audit 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 audit 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. We have served as the Company’s auditor since 2016. Boynton Beach, Florida December 29, 2021 F-2 CLEARTRONIC, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS September 30, 2022 September 30, 2021 Current assets: Cash $ 468,167 $ 401,001 Accounts receivable, net 538,030 320,245 Inventory 21,097 14,653 Prepaid expenses and other current assets 53,611 47,383 Total current assets 1,080,905 783,282 Property and Equipment, net 15,142 11,391 Other assets: Due from related party 53,302 44,801 Total other assets 53,302 44,801 Total assets $ 1,149,349 $ 839,474 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued expenses $ 75,217 $ 159,952 Deferred revenue, current portion 1,012,211 977,296 Total current liabilities 1,087,428 1,137,248 Long Term Liabilities Deferred revenue, net of current portion 113,300 154,500 Total long term liabilities 113,300 154,500 Total liabilities 1,200,728 1,291,748 Commitments and Contingencies (See Note 7) Stockholders' deficit: Series A preferred stock - $ .00001 par value; 1,250,000 shares authorized, 5 5 512,996 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, 34 34 3,341,503 shares issued and outstanding, respectively. Series D preferred stock - $ .00001 par value; 10,000,000 shares authorized, 7 7 670,904 shares issued and outstanding, respectively. Series E preferred stock - $ .00001 par value, 10,000,000 shares authorized, 30 30 3,000,000 shares issued and outstanding, respectively. Common stock - $ .00001 par value; 5,000,000,000 shares authorized, 2,281 2,286 228,120,695 and 228,578,995, shares issued and outstanding, respectively. Additional paid-in capital 15,240,112 15,240,107 Accumulated Deficit ( 15,293,848 ) ( 15,694,743 ) Total stockholders' deficit ( 51,379 ) ( 452,274 ) Total liabilities and stockholders' deficit $ 1,149,349 $ 839,474 The accompanying notes are an integral part of these consolidated financial statements F-3 CLEARTRONIC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended September 30, 2022 For the Year Ended September 30, 2021 Revenue $ 2,017,563 $ 1,651,297 Cost of Revenue 334,138 267,298 Gross Profit 1,683,425 1,383,999 Operating Expenses: Selling expenses 659,796 571,242 Administrative expenses 461,345 417,286 Amortization and depreciation 3,732 2,129 Research and development 204,918 167,661 Total Operating Expenses 1,329,791 1,158,318 Gain on the settlement of accounts payable 47,792 29,965 Gain on forgiveness of PPP loan - 106,727 Interest expense, net ( 531 ) ( 1,275 ) Total Other Income 47,261 135,417 Income before income taxes 400,895 361,098 Provision for income taxes from continuing operations - - Net Income 400,895 361,098 Preferred stock dividends Series A Preferred ( 41,037 ) ( 40,927 ) Net income attributable to common stockholders $ 359,858 $ 320,171 Net income per common share - basic $ 0.00 $ 0.00 Net income per common share - diluted $ 0.00 $ 0.00 Weighted Average of number of shares outstanding - basic 228,239,979 226,520,440 Weighted Average of number of shares outstanding - diluted 599,601,614 597,882,075 The accompanying notes are an integral part of these consolidated financial statements F-4 CLEARTRONIC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW For the Year For the Year Ended Ended September 30, 2022 September 30, 2021 NET INCOME $ 400,895 $ 361,098 Cash Flows From Operating Activities Adjustments to reconcile net income to net cash provided by operating activities: Depreciation expense 3,732 2,129 Gain on forgiveness of PPP loan - ( 106,727 ) Gain on the settlement and reversal of accounts payable ( 47,792 ) ( 29,965 ) Provision for bad debt 14,000 10,000 (Increase) decrease in assets: Accounts receivable ( 231,785 ) ( 111,630 ) Inventory ( 6,444 ) ( 2,182 ) Prepaid expenses and other current assets ( 6,228 ) ( 9,541 ) Due from related party ( 8,501 ) ( 31,380 ) Increase (decrease) in liabilities: Accounts payable ( 36,943 ) ( 63,458 ) Accrued expenses - ( 43,457 ) Deferred revenue ( 6,285 ) 403,671 Net Cash (Used In) Provided by Operating Activities 74,649 378,558 Cash Flows From Investing Activities Purchase of fixed assets ( 7,483 ) ( 5,093 ) Net Cash Used in Investing Activities ( 7,483 ) ( 5,093 ) Cash Flows From Financing Activities Repayment of notes payable stockholders - ( 48,447 ) Net Cash Used in Financing Activities - ( 48,447 ) Net (decrease) increase in cash 67,166 325,018 Cash at beginning of year 401,001 75,983 Cash at end of year $ 468,167 $ 401,001 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 53 $ 2,754 Cash paid for taxes $ 690 $ - Supplemental disclosure of non-cash investing and financing activities: Return of 875,000 shares of common stock in exchange for notes and interest receivable $ - $ 26,576 Cancellation of 458,300 shares of common stock $ 5 $ - The accompanying notes are an integral part of these consolidated financial statements F-5 CLEARTRONIC, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED SEPTEMBER 30, 2022 AND 2021 Series A Preferred Stock Series B Preferred Stock Series C Preferred Stock Series D Preferred Stock Series E Preferred Stock Common Stock Additional paid-in Accumulated Stockholders' Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount capital deficit Deficit Balance at September 30, 2020 512,996 $ 5 - $ - 4,433,375 $ 45 670,904 $ 7 3,000,000 $ 30 223,994,635 $ 2,240 $ 15,266,718 $( 16,055,841 ) $ ( 786,796 ) Returned of common stock in exchange for notes receivable and interest - - - - - - - - - - ( 875,000 ) ( 9 ) ( 26,567 ) - ( 26,576 ) Series C Convertible Preferred shares exchanged for common stock - - - - ( 1,091,872 ) ( 11 ) - - - - 5,459,360 55 ( 44 ) - - Net income for the year ended September 30, 2021 - - - - - - - - - - - - - 361,098 361,098 Balance at September 30, 2021 512,996 $ 5 - $ - 3,341,503 $ 34 670,904 $ 7 3,000,000 $ 30 228,578,995 $ 2,286 $ 15,240,107 $( 15,694,743 ) $ ( 452,274 ) Share cancellation - - - - - - - - - - ( 458,300 ) ( 5 ) 5 - - Net income for the year ended September 30, 2022 - - - - - - - - - - - - - 400,895 400,895 Balance at September 30, 2022 512,996 $ 5 - $ - 3,341,503 $ 34 670,904 $ 7 3,000,000 $ 30 228,120,695 $ 2,281 $ 15,240,112 $( 15,293,848 ) $ ( 51,379 ) The accompanying notes are an integral part of these consolidated financial statements F-6 CLEARTRONIC, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements September 30, 2022 and 2021 NOTE 1 - ORGANIZATION Cleartronic, Inc. (the "Company") was incorporated in Florida on November 15, 1999. All current operations are conducted through the Company's wholly owned subsidiary, ReadyOp Communications, Inc. ("ReadyOp"), a Florida corporation incorporated on September 15, 2014. ReadyOp facilitates the marketing and sales of subscriptions to the ReadyOp™ and ReadyMed ™ platforms and the AudioMate IP gateways discussed below. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements contain the consolidated accounts of Cleartronic, Inc. and its subsidiary, ReadyOp Communications, Inc. All material intercompany transactions and balances have been eliminated. USE OF ESTIMATES In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and operations for the reporting period. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results. Significant estimates include the assumptions used in valuation of deferred tax assets, estimated useful life of property and equipment, valuation of inventory and allowance for 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 September 30, 2022 and September 30, 2021. ACCOUNTS RECEIVABLE 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. 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 and Accounts Receivables are reduced. The amount listed as Deferred Revenue is amortized monthly over the license period. The Company provided $ 18,000 and $ 10,000 allowances for doubtful accounts as of September 30, 2022 and September 30, 2021, respectively. F-7 PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist primarily of deferred subscriber costs and prepaid expenses. Deferred subscriber costs totaling $ 38,250 and $ 41,283 at September 30, 2022 and 2021, respectively. Prepaid expenses totaling $ 15,361 and $ 6,100 at September 30, 2022 and 2021, respectively are primarily for insurance and other items PROPERTY AND EQUIPMENT Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter or when the property and equipment is put into service. CONCENTRATION OF CREDIT RISK The Company currently maintains cash balances at one FDIC-insured banking institution. Deposits held in non interest-bearing transaction accounts are insured up to a maximum of $ 250,000 at all FDIC-insured institutions. As of September 30, 2022 and September 30, 2021, the Company had $ 208,135 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 years ended September 30, 2022 and 2021, the Company had $ 204,918 and $ 167,661 respectively, in research and development costs. REVENUE RECOGNITION AND DEFERRED REVENUES The Company revenue recognition policy follows guidance from Accounting Standards Codification (ASC) 606, Revenue from contract with customers. Revenue is recognized when the Company has transferred promised goods and services to the customer and in the amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount: i. Identification of Contact with a customer; ii. Identify the performance obligation of the contract iii. Determine transaction price; iv. Allocation of the transaction price to the performance obligations; and v. Recognition of revenue when (or as) the Company satisfies each performance obligation. The Company generates revenue primarily through the sale of integrated hardware and software licenses. The portion of the contract that is associated with ongoing hosting and related customer service is amortized monthly over the license period. The Company incurs certain incremental contract costs (referred to as deferred subscriber acquisition costs, net) including selling expenses (primarily commissions) related to acquiring customers. Deferred subscriber acquisition costs, net are included in prepaid and expenses and other current assets on the consolidated balance sheet. Commissions paid in connection with acquiring new customers are determined based on the value of the contractual fees. Deferred subscriber acquisition costs will be expensed as incurred on the date the revenue associated with the cost is recognized. As of September 30, 2022 and September 30, 2021, respectively, the Company recorded $ 38,250 and $ 41,283 , respectively, in deferred subscriber costs, which are included as a component of prepaid expense. In transactions in which hardware is sold to a customer, the Company recognizes the revenue when the hardware has been shipped to the customer. The hardware supplied by the Company does not require a related software license and can be operated and fully functional without the Company's software. From time to time clients request special training meetings. We send employees to these meeting and charge our clients on a per diem basis. These charges are recorded as consulting fees on our income statement. The Company allocates the transaction price to each performance obligation based on a relative stand alone selling price. Revenue associated with the sale and installation of system licenses is recognized once installation is complete. Customer billings for services not yet rendered are deferred and recognized as revenue as services are provided. These fees are recorded as current deferred revenue on the consolidated balance sheet as the Company expects to satisfy any remaining performance obligations as well as recognize the related revenue within the next twelve months. Accordingly, the Company has applied the practical expedient regarding deferred revenue to exclude the value of remaining performance obligations if (i) the contract has an original expected term of one year or less or (ii) the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. As of September 30, 2022 and September 30, 2021, respectively, the Company recorded $ 1,125,511 and $ 1,131,796 , respectively, in deferred revenue. F-8 DISAGGREGATED REVENUE The following table sets forth the approximate net sales by primary category: For the years ended September 30, 2022 September 30, 2021 Licensing of ReadyOp Software $ 1,818,035 $ 1,581,080 Hardware Sales and Consulting 199,528 70,217 Total $ 2,017,563 $ 1,651,297 DEFERRED REVENUE The following table provides a summary of the changes included in deferred revenue during the years ended September 30, 2022 and 2021: For the year For the year year year ended ended September 30, 2022 September 30, 2021 Beginning balance $ 1,131,796 $ 728,120 Additions to contract liabilities (1) 2,011,278 2,054,973 Deductions to contract liabilities (2) ( 2,017,563 ) ( 1,651,297 ) Ending balance $ 1,125,511 $ 1,131,796 (1) Customer billings for services not yet rendered (2) Revenue recognized in the current year related to the beginning liability EARNINGS PER SHARE Earnings per share ("EPS") are the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by adding both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants. Pursuant to ASC Paragraphs 260-10-45-45-21 through 260-10-45-45-23 Diluted EPS shall be based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. The dilutive effect of outstanding call options and warrants (and their equivalents) issued by the reporting entity shall be reflected in diluted EPS by application of the treasury stock method unless the provisions of paragraphs 260-10-45-35 through 45-36 and 260-10-55-8 through 55-11 require that another method be applied. Equivalents of options and warrants include non-vested stock granted to employees, stock purchase contracts, and partially paid stock subscriptions (see paragraph 260–10–55–23). Anti-dilutive contracts, such as purchased put options and purchased call options, shall be excluded from diluted EPS. Under the treasury stock method: a. Exercise of options and warrants shall be assumed at the beginning of the period (or at time of issuance, if later) and common shares shall be assumed to be issued. b. The proceeds from exercise shall be assumed to be used to purchase common stock at the average market price during the period. (See paragraphs 260-10-45-29 and 260-10-55-4 through 55-5.) c. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation. As of September 30, 2022 and 2021, we had no options and warrants outstanding. As of September 30, 2022 and 2021, 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, 2022 and 2021, we had 3,341,503 and 3,911,715 shares of Series C Convertible Preferred stock outstanding, respectively, which are convertible into 16,707,515 and 19,558,575 shares of common stock, respectively. As of September 30, 2022 and 2021, 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, 2022 and 2021, 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, 2022 and 2021: For the For the year year ended ended September 30, 2022 September 30, 2021 Net income attributable to common stockholders for the period $ 359,858 $ 320,171 Weighted average number of shares outstanding 228,239,979 226,520,440 Basic earnings per share $ 0.00 $ 0.00 F-9 The following table sets for the computation of diluted earnings per share: For the For the year year ended ended September 30, 2022 September 30, 2021 Net income attributable to common stockholders for the period $ 359,858 $ 320,171 Add: Preferred stock dividends 41,073 40,929 Adjusted net income $ 400,895 $ 361,098 Weighted average number of shares outstanding 228,239,979 226,520,440 Add: Shares issued upon conversion of preferred stock 371,361,635 371,361,635 Weighted average number of common and common equivalent shares 599,601,614 597,882,075 Diluted earnings per share $ 0.00 $ 0.00 FAIR VALUE OF FINANCIAL INSTRUMENTS The Company measures the fair value of its assets and liabilities under ASC topic 820, "Fair Value Measurements and Disclosures". ASC 820 defines "fair value" as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company's consolidated financial statements. ASC 820 also describes three levels of inputs that may be used to measure fair value: - Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. - Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. - Level 3: Inputs that are generally observable. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. Financial instruments consist principally of cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and deferred revenue. The carrying amounts of such financial instruments in the accompanying consolidated balance sheet approximate their fair values due to their relatively short-term nature. The carrying amounts approximate fair value. It is management's opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments. INVENTORY Inventory consists of components held for assembly and finished goods held for resale or to be utilized for installation in projects. Inventory is valued at lower of cost or net realizable value on a first-in, first-out basis. The Company's policy is to record a reserve for technological obsolescence or slow-moving inventory items. The Company only carries finished goods to be shipped along with completed circuit boards and parts necessary for final assembly of finished product. All existing inventory is considered current and usable. The Company recorded no reserve for obsolete inventory as of September 30, 2022 and September 30, 2021, respectively. At September 30, 2022 inventory was $ 21,097 of raw materials and $ 0 of finished goods. At September 30, 2021, inventory was $ 12,593 of raw materials and $ 2,060 of finished goods. F-10 ADVERTISING COSTS Advertising costs are expensed as incurred. The Company had advertising costs of $ 51,318 and $ 20,280 during the years ended September 30, 2022 and 2021, respectively. RECENT ACCOUNTING PRONOUNCEMENTS All newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable. NOTE 3 - PROPERTY AND EQUIPMENT At September 30, 2022 and September 30, 2021, property and equipment, net, is as follows: September 30, 2022 September 30, 2021 Office Equipment $ 21,605 $ 14,122 Less: Accumulated Depreciation ( 6,463 ) ( 2,731 ) Total Property and Equipment, net $ 15,142 $ 11,391 Depreciation expense for the years ended September 30, 2022 and 2021, was $ 3,732 and $ 2,129 , respectively. NOTE 4 - EQUITY TRANSACTIONS Preferred Stock Dividends As of September 30, 2022 and September 30, 2021, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $ 165,035 and $ 123,998 , respectively. 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: ● 1,250,000 shares have been designated as Series A Preferred Stock, 512,996 of which are issued and outstanding; ● 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, 3,341,503 of which are issued and outstanding; and ● 10,000,000 shares have been designated Series D Preferred stock, of which 670,904 are issued and outstanding; and ● 10,000,000 shares have been designated Series E Preferred stock, of which 3,000,000 are issued and outstanding. Pursuant to our Articles of Incorporation establishing our preferred stock: ● A holder of shares of the Series A Preferred Stock is entitled to the number of votes equal to the number of shares of the Series A Preferred Stock held by such holder multiplied by one on all matters submitted to a vote of our stockholders. Each one share of our Series A Preferred Stock shall be convertible into 100 shares of our common stock. Each holder of Series A Preferred Stock is entitled to receive cumulative dividends at the rate of 8 % of $ 1.00 per annum on each outstanding share of Series A Preferred Stock then held by such holder, on a pro rata basis. ● A holder of shares of the Series B Preferred Stock is entitled one vote per share on all matters submitted to a vote of our stockholders. If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have voting rights equal to two times the sum of the total number of shares of our common stock which are issued and outstanding at the time of voting, plus the total number of shares of any shares of our preferred stock which are issued and outstanding at the time of voting. A holder of shares of the Series B Preferred Stock shall have no conversion rights or rights to dividends. ● A holder of shares of the Series C Preferred Stock is entitled to the number of votes equal to the number of shares of the Series C Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders. In addition, the holders of our Series C Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. No dividends have been declared. Finally, each one share of our Series C Preferred Stock shall be convertible into five shares of our common stock. ● A holder of shares of the Series D Preferred Stock is entitled, to the number of votes equal to the number of shares of the Series D Preferred Stock held by such holder multiplied by 5 on all matters submitted to a vote of our stockholders. In addition, the holders of our Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. No dividends have been declared. Finally, each one share of our Series D Preferred Stock shall be convertible into five shares of our common stock. ● A holder of shares of the Series E Preferred Stock is entitled, to the number of votes equal to the number of shares of the Series E Preferred Stock held by such holder multiplied by 100 on all matters submitted to a vote of our stockholders. In addition, the holders of our Series E Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion. No dividends have been declared. Finally, each one share of our Series E Preferred Stock shall be convertible into 100 shares of our common stock. Cancellation of Shares During the year ended September 30, 2022, the Company canceled an aggregate of 458,300 shares of its common stock due to share issuance in error by the Company. F-11 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 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; Interest income for the years ended September 30, 2021 and 2020 was $ 1,167 and $ 409 , respectively. NOTE 5 - NOTES PAYABLE Notes payable to Stockholders As of September 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 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. 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 . 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. 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 recorded a gain on forgiveness of PPP loan in the amount of $ 106,727 as of September 30, 2021. NOTE 6 - RELATED PARTY TRANSACTIONS Through December 1, 2021, the Company leased its office space from VoiceInterop the Company's former wholly owned subsidiary and now 96 % owned by our shareholders for approximately $ 1,400 per month. On February 14, 2020, VoiceInterop was deconsolidated and is no longer our subsidiary. Rent expense incurred during the years ended September 30, 2022 and 2021 was $ 26,973 and $ 17,901 , respectively (See Note 7). As of September 30, 2022, the Company advanced $ 53,302 to VoiceInterop, the Company's former wholly owned subsidiary and now 96 % owned by our shareholders. The amount is included in due from related party on the consolidated balance sheet. The amount is due on September 30, 2024, and bears interest at 5 % effective October 1, 2022. NOTE 7 - COMMITMENTS AND CONTINGENCIES Obligation Under Operating Lease 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 years ended September 30, 2022 and 2021 was $ 26,973 and $ 17,901 , respectively (See Note 6). Revenue and Accounts Receivable Concentration No customer accounted for more than 10 % of the Company’s revenue for the year ended September 30, 2022. No customer accounted for more than 10 % of the Company’s revenue for the year ended September 30, 2021. As of September 30, 2022, no customers 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 The Company relies on no major supplier for its products. The Company has contracted with local manufacturing facilities to provide completed circuit boards used in the assembly of its IP gateway devices. Interruption of adequate supply of components, primarily computer chips, to the manufacturing source presents additional risk to the Company. The Company believes that additional commercial facilities exist at competitive rates to match the resources and capabilities of its existing manufacturing source, but the current worldwide shortage of computer chips does limit our ability to supply our proprietary radio gateways to clients and other buyers . Employment Agreements In December 2016, the Board of Directors accepted the resignation of Larry M. Reid as Chief Executive Officer of the corporation and appointed Mr. Reid as Chief Financial Officer. The Board also appointed Michael M. Moore as Chief Executive Officer. Under the terms of an employment agreement effective on November 28, 2016, Mr. Moore as CEO receives an annual salary of $ 200,000 . The term of agreement is for a one-year period beginning on the effective date and shall automatically renew and continue in effect for additional one-year periods. Effective April 20, 2022, the annual compensation increased to $ 220,000 . Under the terms of an employment agreement effective on March 13, 2015, Mr. Reid as CFO receives an annual salary of $ 96,000 . The term of agreement is for a one-year period beginning on the effective date and shall automatically renew and continue in effect for additional one-year periods. Effective October 1, 2021, the annual compensation increased to $ 104,000 . Exclusive Licensing Agreement On May 5, 2017, the Company entered into an Exclusive Licensing Agreement with Sublicensing Terms (the "Agreement") with the University of South Florida Research Foundation, Inc. ("USFRF") relating to an exclusive license of certain patent rights in connection with one of USFRF's U.S. Patent Applications. Both parties recognize that the research and development work provided by the Company was sufficient for USFRF to enter into the Agreement with the Company. The Agreement is effective April 25, 2017 and continues until the later of the date that no Licensed Patent remains a pending application or an enforceable patent or the date on which the Licensee's obligation to pay royalties expires. F-12 The Company agreed to pay USFRF a royalty of 3 % for sales of all Licensed Products and Licensed Processes and agreed to pay USFRF minimum royalty payments as follows: Payment Year $ 1,000 2019 $ 4,000 2020 $ 8,000 2021 -and every year thereafter on the same date, for the life of the agreement. In the event the Company proposes to sell any Equity Securities, then USFRF will have the right to purchase 5 % of the securities issued in such offering on the same terms and conditions are offered to other purchasers in such financing. As of September 30, 2022 and 2021, the Company has recorded $ 8,000 and $ 8,953 for the minimum royalty for the fiscal year ended 2022 and 2021. NOTE 8 - 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, 2022 and 2021 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, 2022, the Company has an adjusted net operating loss carryforward of approximately $13,782,000 that expire through 2039 . 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, 2022 and 2021, respectively are as follows: 2022 2021 Depreciation $ 2,842 $ 2,746 Allowance for doubtful account 15,880 12,332 Net operating loss carryforward 3,493,201 3,601,402 Net deferred income tax asset 3511,923 3,616,480 Less: valuation allowance ( 3,511,923 ) ( 3,616,480 ) 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: 2022 2021 Federal statutory taxes $ 79,558 $ 71,660 State income taxes, net of federal benefit 22,049 19,860 Change in tax estimates 850 ( 5,901 ) Less: Valuation allowance, non-deductible items 2,100 1,434 Change in valuation allowance ( 104,557 ) ( 87,053 ) $ -0- $ -0- 2022 2021 Federal statutory Income tax rate 21.00 % 21.00 % State taxes, net of federal benefit 4.35 % 4.35 % Effective rate of deferred tax asset 25.35 % 25.35 % Less: Valuation allowance ( 25.35 %) ( 25.35 %) Effective income tax rate 0.00 % 0.00 % Management has determined that it is more likely than not that the Company will not use the NOL carryforward and has a 100 % valuation allowance against the deferred asset. The reserve is based on historical experience of the Company's operations as it has not recognized net income in its current incarnation and there is no indication of any events or conditions that would show that trend will not continue due to the Company's current expectation of expense requirements. NOTE 9 - SUBSEQUENT EVENT On December 2, 2022, and effective on January 1, 2023, the Company signed a two-year lease of 1,145 square feet for our principal offices in Clearwater, Florida. The monthly rent is $ 2,134 in year one and increases to $ 2,198 in year two. The lease expires on December 31, 2024 . F-13 Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael M. Moore, certify that: 1. I have reviewed this Form 10-K, of Cleartronic, Inc.; 2. 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; 3. 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; 4. 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; and (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; and 5. 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; and (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. Date: December 29, 2022 /s/ Michael M. Moore Michael M. Moore, Chief Executive Officer Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Larry M. Reid, certify that: 1.I have reviewed this Form 10-K, of Cleartronic, Inc.; 2. 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; 3. 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; 4. 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; and (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; and 5. 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; and (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. Date: December 29, 2022 /s/Larry M. Reid, Larry M. Reid, Chief Financial Officer and Principal Accounting Officer Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 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, 2022, 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: 1. Such Annual Report on Form 10-K, for the fiscal year ending September 30, 2022, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in such Annual Report on Form 10-K, for the fiscal year ending September 30, 2022, fairly presents, in all material respects, the financial condition and results of operations of Cleartronic, Inc. Date: December 29, 2022 /s/ Michael Moore Michael M. Moore, Chief Executive Officer of Cleartronic, Inc. Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 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, 2022, 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: 1. Such Annual Report on Form 10-K, for the fiscal year ending September 30, 2022, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in such Annual Report on Form 10-K, for the fiscal year ending September 30, 2022, fairly presents, in all material respects, the financial condition and results of operations of Cleartronic, Inc. Date: December 29, 2022 /s/ Larry M. Reid Larry M. Reid, Chief Financial Officer and Principal Accounting Officer of Cleartronic, Inc.