Cleartronic, Inc. 10-Q

Item 1. Financial Statements CLEARTRONIC, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2024 September 30, 2024 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 685,013 $ 849,727 Accounts receivable, net of an allowance for credit losses of $ 60,665 as of December 31, 2024 and $ 60,665 as of September 30, 2024 300,705 230,686 Inventory 35,642 41,532 Prepaid expenses and other current assets 75,881 82,196 Total current assets 1,097,241 1,204,141 Property and Equipment, net 37,849 40,832 Intangible Asset - customer list, net 45,833 48,333 Operating lease - right-of-use asset - 5,983 Total assets $ 1,180,923 $ 1,299,289 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued expenses $ 98,495 $ 121,889 Deferred revenue 1,333,984 1,373,325 Operating lease liability - 6,506 Total liabilities 1,432,479 1,501,720 Commitments and Contingencies (See Note 6) Stockholders' (deficit) equity: Series A preferred stock - $ .00001 par value; 512,996 shares authorized, 512,996 issued and outstanding, respectively. 5 5 Series B preferred stock - $ .00001 par value; 10 shares authorized, 0 shares issued and outstanding, respectively. - - Series C preferred stock - $ .00001 par value; 50,000,000 shares authorized, 3,133,503 and 3,133,503 shares issued and outstanding, respectively. 32 32 Series D preferred stock - $ .00001 par value; 10,000,000 shares authorized, 670,904 shares issued and outstanding, respectively. 7 7 Series E preferred stock - $ .00001 par value, 10,000,000 shares authorized, 3,000,000 shares issued and outstanding, respectively. 30 30 Common stock - $ .00001 par value; 5,000,000,000 shares authorized, 229,160,695 and 229,160,695 , shares issued and outstanding, respectively. 2,291 2,291 Additional paid-in capital 15,240,104 15,240,104 Accumulated Deficit ( 15,494,025 ) ( 15,444,900 ) Total stockholders' deficit ( 251,556 ) ( 202,431 ) Total liabilities and stockholders' deficit $ 1,180,923 $ 1,299,289 The accompanying notes are an integral part of these consolidated financial statements - 1 - CLEARTRONIC, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the Three Months Ended December 31, 2024 For the Three Months Ended December 31, 2023 Revenue $ 967,324 $ 606,047 Cost of Revenue 214,938 118,895 Gross Profit 752,386 487,152 Operating Expenses: Selling expenses 53,089 96,971 Administrative expenses 747,734 405,998 Depreciation and amortization expense 5,483 1,357 Research and development 2,000 13,559 Total Operating Expenses 808,306 517,885 Gain on the settlement of accounts payable - 44,052 Interest income/expense, net 6,795 4,348 Total Other Income/(Expenses) 6,795 48,400 Loss (Income) before income taxes ( 49,125 ) 17,667 Provision for income taxes from continuing operations - - Net (loss) income ( 49,125 ) 17,667 Preferred stock dividends Series A Preferred ( 10,343 ) ( 10,343 ) Net (loss) income attributable to common stockholders $ ( 59,468 ) $ 7,324 Net (loss) income per common share - basic $ ( 0.00 ) $ 0.00 Net (loss) income per common share - diluted $ ( 0.00 ) $ 0.00 Weighted Average of number of shares outstanding - basic 229,160,695 229,160,695 Weighted Average of number of shares outstanding - diluted 229,160,695 599,482,330 The accompanying notes are an integral part of these consolidated financial statements - 2 - CLEARTRONIC, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Unaudited) For the Three Months For the Three Months Ended Ended December 31, 2024 December 31, 2023 NET (LOSS) INCOME $ ( 49,125 ) $ 17,667 Cash Flows From Operating Activities Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization expense 5,483 1,357 Amortization of operating lease - right-of-use asset 5,983 5,982 Extinguishment of liabilities - ( 44,052 ) Provision for credit losses - 29,000 Accounts receivable ( 70,019 ) 40,008 Inventory 5,890 ( 5,733 ) Prepaid expenses and other current assets 6,315 ( 17,756 ) Increase (decrease) in liabilities: Accounts payable ( 23,394 ) 7,731 Deferred revenue ( 39,341 ) 350,204 Operating lease liability ( 6,506 ) ( 5,820 ) Net Cash (Used in) Provided by Operating Activities ( 164,714 ) 378,588 Cash Flows From Investing Activities Purchase of intangible assets - ( 77,018 ) Net Cash Used in Investing Activities - ( 77,018 ) Cash Flows From Financing Activities - - Net increase in cash ( 164,714 ) 301,570 Cash at beginning of period 849,727 516,955 Cash at end of period $ 685,013 $ 818,525 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ - $ - Cash paid for taxes $ - $ - The accompanying notes are an integral part of these consolidated financial statements - 3 - CLEARTRONIC, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT) FOR THE THREE MONTHS ENDED DECEMBER 31, 2024 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, 2024 512,996 $ 5 - $ - 3,133,503 $ 32 670,904 $ 7 3,000,000 $ 30 229,160,695 $ 2,291 $ 15,240,104 $ 15,444,900 ) $ ( 202,431 ) Net loss for the three months ended December 31, 2024 - - - - - - - - - - - - - ( 49,125 ) ( 49,125 ) Balance at December 31, 2024 (Unaudited) 512,996 $ 5 - $ - 3,133,503 $ 32 670,904 $ 7 3,000,000 $ 30 229,160,695 $ 2,291 $ 15,240,104 $ ( 15,494,025 ) $ ( 251,556 ) The accompanying notes are an integral part of these consolidated financial statements - 4 - CLEARTRONIC, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED DECEMBER 31, 2023 (Unaudited) 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 Equity Balance at September 30, 2023 512,996 $ 5 - $ - 3,133,503 $ 32 670,904 $ 7 3,000,000 $ 30 229,160,695 $ 2,291 $ 15,240,104 $ ( 15,237,292 ) $ 5,177 Net income for the three months ended December 31 , 2023 - - - - - - - - - - - - - 17,667 17,667 Balance at December 31, 2023 (Unaudited) 512,996 $ 5 - $ - 3,133,503 $ 32 670,904 $ 7 3,000,000 $ 30 229,160,695 $ 2,291 $ 15,240,104 $ ( 15,219,625 ) $ 22,844 The accompanying notes are an integral part of these consolidated financial statements - 5 - CLEARTRONIC, INC. AND SUBSIDIARY Notes to Condensed Consolidated Financial Statements December 31, 2024 (Unaudited) 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™, ReadyMed ™ and Alastar ™ platforms and the AudioMate IP gateways discussed below. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The accompanying unaudited 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. BASIS OF PRESENTATION The financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”). The unaudited interim financial information furnished herein reflects all adjustments, consisting only of normal recurring items, which in the opinion of management are necessary to fairly state the Company’s financial position, results of operations and cash flows for the dates and periods presented and to make such information not misleading. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the year ended September 30, 2024, contained in our General Form for Registration of Securities of Form 10-K as filed with the Securities and Exchange Commission (the “Commission”) on March 21, 2025. The results of operations for the three months ended December 31, 2024, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending September 30, 2025. USE OF ESTIMATES In preparing the consolidated 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, intangible assets and allowance for credit losses. RECLASSIFICATIONS Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no material effect on the consolidated results of operations, stockholders’ equity, or cash flows. 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 has investments Treasury Bills. The Treasury Bills have remaining terms ranging from four-weeks to thirteen weeks on December 31, 2024. Treasury Bills with an original maturity date of three months or less are included within cash and cash equivalents on the balance sheet at December 31, 2024. ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES The Company maintains current receivable amounts with most of its customers. The Company regularly monitors and assesses its risk of not collecting amounts owed by customers. This evaluation is based upon an analysis of current and past due amounts, along with relevant history and facts particular to the customer. The Company records its allowance for credit losses based on the results of this analysis. The analysis requires the Company to make significant estimates and as such, changes in facts and circumstances could result in material changes in the allowance for credit losses. The Company considers as past due any receivable balance not collected within its contractual terms. The Company provided $ 60,665 and $ 60,665 allowances for doubtful accounts as of December 31, 2024, and September 30, 2024, respectively. 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 December 31, 2024 and September 30, 2024, respectively. At December 31, 2024 inventory was $ 35,642 of raw materials and finished goods. At September 30, 2024, inventory was $ 41,532 of raw materials and finished goods. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist primarily of deferred subscriber costs and prepaid expenses. Deferred subscriber costs totaled $ 25,500 and $ 38,250 at December 31, 2024 and September 30, 2024, respectively. Prepaid expenses totaled $ 75,881 and $ 82,196 at December 31, 2024 and September 30, 2024, respectively. - 6 - 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. IMPAIREMENT OF LONG-LIVED ASSETS Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairments recorded during the three months ended December 31, 2024 and 2023, respectively. INTANGIBLE ASSETS – FedRamp During the year ended September 30, 2024, the Company conducted an impairment assessment in accordance with ASC 350-30-35 and determined that all previously capitalized amounts associated with the Company’s expenses related to its FedRAMP certification are no longer deemed recoverable as described in ASC 350-30-35. As a result, the Company recognized an impairment loss of $ 44,373 for the year ended September 30, 2024. At December 31, 2024 and September 30, 2024, intangible assets, net, is as follows: Schedule of intangible assets For the three months ended December 31, 2024 For the year ended September 30, 2024 Intangible Assets $ - $ 44,373 Less: Impairment Loss - ( 44,373 ) Total Intangible Assets, net $ - $ - ASSET PURCHASE - INTANGIBLE ASSET – CLIENT LIST Accounting for asset acquisitions falls under the guidance of Topic 805, Business Combinations, specifically Subtopic 805-50. A cost accumulation model is used to determine an asset acquisition’s cost. Assets acquired are based on their cost, generally allocated to them on a relative fair value basis. Direct acquisition-related costs are included in the cost of the acquired assets. No goodwill is calculated in an asset acquisition. On August 1, 2024, the Company acquired a group of similar assets from Alastar, Inc. (“Alastar”) for $ 50,000 . This asset group consisted of cash, prepaids and other current assets, as well as intellectual property including trademarks, software platforms, and a client list. The client list was the only asset ascribed value which was deemed to have continuing value to the Company. The Company has classified this client list as an intangible asset, which will be amortized over 5 years. The table below summarizes the estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date. Schedule of estimated fair value of the assets acquired Consideration Cash $ 50,000 Fair Value of consideration transferred $ 50,000 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash $ 260,863 Prepaid expenses and other current assets $ 29,639 Total assets acquired $ 290,502 Deferred Revenue $ 290,502 Total liabilities assumed $ 290,502 Total identifiable net assets $ - Intangible Assets - Client List $ 50,000 At December 31, 2024 and September 30, 2024, intangible asset – client list, net, is as follows: Schedule of intangible assets For the three months ended December 31, 2024 For the year ended September 30, 2024 Intangible Assets – Customer Lists $ 50,000 $ 50,000 Less: Accumulated Amortization ( 4,167 ) ( 1,667 ) Total Intangible Assets, net $ 45,833 $ 48,333 Amortization expense for the three months ended December 31, 2024 and 2023, was $ 2,500 and $ 0 , respectively. - 7 - Estimated future amortization expense for the three months ended December 31, Schedule of estimated future amortization expense 2025 (9 Months) $ 7,500 2026 10,000 2027 10,000 2028 10,000 2029 8,333 $ 45,833 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 December 31, 2024 and September 30, 2024, the Company had $ 0 and $ 92,982 , respectively, in excess of FDIC insured limits. RESEARCH AND DEVELOPMENT COSTS The Company expenses research and development costs as incurred. For the three months ended December 31, 2024 and 2023, the Company had $ 2,000 and $ 13,559 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 for the exchange for those goods and services. The Company applies the following five-step model to determine this amount: i. Establishment of a contract with the 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 software licenses and integrated hardware. 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 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 are expensed as incurred on the date the revenue associated with the cost is recognized. 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 meetings and charge our clients on a per diem basis. These charges are recorded as consulting fees in our income statement. Customer billings for services not yet rendered and hardware not yet installed 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 December 31, 2024 and September 30, 2024, respectively, the Company recorded $ 1,333,984 and $ 1,373,325 , respectively, in deferred revenue. DISAGGREGATED REVENUE The following table sets forth the approximate net sales by primary category: Schedule of disaggregated revenue For the three months ended December 31, 2024 December 31, 2023 Licensing of ReadyOp Software $ 851,301 $ 589,547 Hardware Sales and Consulting 116,023 16,500 Total $ 967,324 $ 606,047 DEFERRED REVENUE The following table provides a summary of the changes included in deferred revenue during the three months ended December 31, 2024 and year ended September 30, 2024: Schedule of deferred revenue For the three months ended December 31, 2024 For the year ended September 30, 2024 Beginning balance $ 1,373,325 $ 1,177,680 Additions to deferred liability (1) 927,983 3,321,793 Deductions to deferred liability (2) ( 967,324 ) ( 3,126,148 ) Ending balance $ 1,333,984 $ 1,373,325 (1) Customer billings for services not yet rendered and hardware not yet installed (2) Revenue recognized in the current year related to the deferred liability - 8 - 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 December 31, 2024 and 2023, we had no options and warrants outstanding. As of December 31, 2024 and 2023, 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, 2024 and 2023, we had 3,133,503 shares of Series C Convertible Preferred stock outstanding which are convertible into 15,667,515 and shares of common stock. As of December 31, 2024 and 2023, 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, 2024 and 2023, 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, 2024 and 2023: Schedule of diluted earnings per share For the three months ended December 31, 2024 For the three months ended December 31, 2023 Net (loss) income attributable to common stockholders for the period $ ( 59,468 ) $ 7,324 Weighted average number of shares outstanding 229,160,695 229,160,695 Basic earnings per share $ ( 0.00 ) $ 0.00 The following table sets for the computation of diluted earnings per share: Schedule of computation of diluted earnings per share For the three months ended December 31, 2024 For the three months ended December 31, 2023 Net (loss) income attributable to common stockholders for the period $ ( 59,468 ) $ 7,324 Add: Preferred stock dividends - 10,343 Adjusted net (loss) income $ ( 59,468 ) $ 17,667 Weighted average number of shares outstanding 229,160,695 229,160,695 Add: Shares issued upon conversion of preferred stock - 370,321,635 Weighted average number of common and common equivalent shares 229,160,695 599,482,330 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. - 9 - 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. As of December 31, 2024 and September 30, 2024, we held no assets that were required to be measured at fair value on a recurring basis. There were no transfers between levels in the fair value hierarchy during the three months ended December 31, 2024 and year ended September 30, 2024, respectively. ADVERTISING COSTS Advertising costs are expensed as incurred. The Company had advertising costs of $ 31,540 and $ 22,584 during the three months ended December 31, 2024 and 2023, respectively. RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures , to require enhanced disclosures that include reportable segment expenses. The amendments in this update provide that a business entity disclose significant segment expenses, segment profit or loss (after significant segment expenses), and allows reporting of additional measures of a segments profit or loss if used in assessing segment performance. Such disclosures apply to entities with a single reportable segment. These amendments were effective for the Company in 2024 and retrospectively to all prior periods using the significant segment expense categories identified. The impact of the adoption of the amendments in this update was not material to the Company’s consolidated financial position and results of operations, as the requirements impact only segment reporting disclosures in the footnotes to the Company’s consolidated financial statements. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on the Company’s Financial Statements. In the current year, the Company adjusted its classification of selling and administrative expenses in the Statement of Operations. For comparative purposes, amounts in the prior years have been reclassified to conform to current year presentations. These reclassifications had no effect on previously reported results of operations or retained earnings. SEGMENT REPORTING Operating segments are defined as components of an enterprise that have the following characteristics: (i) they engage in business activities from which they may earn revenue and incur expense, (ii) their operating results are regularly reviewed by the chief operating decision maker (“CODM”) for resource allocation decisions and performance assessment, and (iii) their discrete financial information is available. Our CODM is our Chief Executive Officer, who manages and allocates resources to our operations on a consolidated basis. We operate as one segment, and ReadyOp facilitates the marketing and sales of subscriptions to the ReadyOp™ and ReadyMed ™ platforms and the AudioMate IP gateways. Segment information is further described in Note 8. LEASE ACCOUNTING We determine if an arrangement is a lease, or contains a lease, at inception and record the leases in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. We have a lease agreement with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease. We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because our lease does not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. In general, leases, where we are the lessee, may include options to extend the lease term. These leases may include options to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as cost of revenues or operating expenses depending on the nature of the leased asset. Certain operating leases provide for annual increases to lease payments based on an index or rate. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred. Amortization of finance lease assets is recognized over the lease term as cost of revenues or operating expenses depending on the nature of the leased asset. 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 was $ 2,134 in year one and increases to $ 2,198 in year two. The lease expired on December 31, 2024. Our current office space lease is month-to-month. - 10 - The tables below present information regarding the Company’s operating lease assets and liabilities at December 31, 2024 and September 30, 2024: Schedule of operating lease assets and liabilities December 31, 2024 September 30, 2024 Assets Operating lease -right-of-use assets-non-current $ - $ 5,983 Liabilities Operating lease liability $ - $ 6,506 Weighted-average remaining lease term (years) - 0.25 Weighted-average discount rate 8 % 8 % The components of lease expense were as follows: Operating lease cost Amortization on right-of-use operating lease asset $ 5,983 $ 23,932 Lease liability expense in connection with obligation repayment 87 1,604 Total operating lease costs $ 6,070 $ 25,536 Supplemental cash outflows information related to operation lease was as follows: Operating cash outflows from operating lease (obligation payment) $ 6,594 $ 26,184 Right-of-use asset obtained in exchange for new operating lease liability $ - $ - At December 31, 2024, the Company has no financing leases as defined in ASC 842, “Leases.” Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at December 31, 2024: Schedule of future minimum lease payments required under leases 2025 $ - Total undiscounted cash flows - Less: amount representing interest - Present value of operating lease liability - Less: current portion of operation lease liability ( - ) Long-term operating lease liability $ - NOTE 3 – PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS At December 31, 2024 and September 30, 2024, property and equipment, net, is as follows: Schedule of property and equipment net For the three months ended December 31, 2024 For the year ended September 30, 2024 Office Equipment $ 60,175 $ 60,175 Less: Accumulated Depreciation ( 22,326 ) ( 19,343 ) Total Property and Equipment, net $ 37,849 $ 40,832 Depreciation expense for the three months ended December 31, 2024 and 2023, was $ 2,983 and $ 1,357 , respectively. NOTE 4 - EQUITY TRANSACTIONS Preferred Stock Dividends As of December 31, 2024 and September 30, 2024, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $ 257,672 and $ 247,329 , respectively and $ 10,343 for the three months ended December 31, 2024. 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 7,317,403 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, 3,133,503 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. - 11 - 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 to 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. Preferred Stock Classification The Company applies the guidance outlined in ASC 480, Distinguishing Liabilities from Equity, to determine the appropriate classification and measurement of preferred stock. Under ASC 480-10-25-4, financial instruments that embody an obligation to repurchase equity shares or require mandatory redemption at a fixed or determinable date must be classified as liabilities and measured at fair value. Preferred shares that are conditionally redeemable—including those redeemable at the option of the holder or subject to redemption upon the occurrence of events outside the issuer’s control—are classified as temporary equity in accordance with ASC 480-10-S99-3A. Conversely, preferred shares that do not contain redemption provisions are appropriately classified as permanent equity. None of the Company’s Series A, B, C, D, or E Preferred Stock contain any redemption rights, whether mandatory or conditional. Because no redemption provisions exist, these shares do not meet the criteria for liability classification under ASC 480-10-25-7. Furthermore, since redemption is not possible under any circumstances, the shares do not qualify as temporary equity under ASC 480-10-S99-3A. Accordingly, the preferred stock is properly classified as permanent equity.; Since the Company has a stockholders' deficit, all issuances of Series A, B, C, D, and E Preferred Stock are presented as a component of stockholders’ deficit in the financial statements. Stock repurchase program On January 6, 2023, the Board of Directors approved a stock repurchase program pursuant to which the Company may repurchase shares of its outstanding common stock. The repurchase program may be extended, suspended, or discontinued at any time. As of December 31, 2024 and 2023, no common stock was repurchased. NOTE 5 - RELATED PARTY TRANSACTIONS During the three months ended December 31, 2024 and 2023, the Company paid $ 9,000 and $ 12,000 , respectively, to a related party consultant. As of September 30, 2024, the Company owed $ 1,024 to the Company's Chief Executive Officer for the Company's operating expenses. The amount was repaid in October 2024. Prior to September 30, 2024, the Company advanced $ 53,302 to VoiceInterop, the Company’s former wholly owned subsidiary and now 96 % owned by our shareholders. The advance was related to certain expenses paid on VoiceInterop behalf by the Company. As of September 30, 2024, the Company recorded $ 5,589 in interest receivable - related party. In September 2024, the Company determined that it is probable the Company will not recover its loan principal and interest. Accordingly, the Company took a bad debt expense for uncollectible note receivable and interest receivable of $ 58,891 in connection therewith. NOTE 6 - COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of the Company’s business activities. Cleartronic is not engaged in any litigation at the present time and management is unaware of any claims or complaints that could result in future litigation. Obligation Under Operating Lease On December 2, 2023, 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 expired on December 31, 2024. On January 1, 2023, upon adoption of ASC 842, the Company will recognized right-to-use assets as operating leases and operating lease obligations. Effective January 1, 2025, the Company has a month-to-month lease. - 12 - Rent expense incurred during the three months ended December 31, 2024 and 2023 was $ 5,854 and $ 6,544 , respectively. Revenue and Accounts Receivable Concentration For the three months ended December 31, 2024, one customer accounted for 8.79 % of the Company’s revenues. For the three months ended December 31, 2023, one customer accounted for 12.72 % of the Company’s revenues. As of December 31, 2024, no customer accounted for more than 10 % of the Company’s total outstanding accounts receivable. As of September 30, 2024, one customer accounted for more than 12 % of the Company’s total outstanding accounts receivable. Deferred Revenue Concentration As of December 31, 2024, one customer accounted for 17 % of the Company’s total outstanding deferred revenue. As of September 30, 2024, no customer accounted for more than 10 % of the Company’s total outstanding deferred revenue. 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. 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 was effective April 25, 2017 and continues until the later of the date that no Licensed Patent remains a pending application or an enforceable patent or the date on which the Licensee’s obligation to pay royalties expires. The Company 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 of $8,000 for fiscal year 2023 and 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. NOTE 7 – EXTINGUISHMENT OF LIABILITIES During the year ended September 30, 2024, the Company settled $44,052 of accounts payable with various vendors in exchange for $1,111 , resulting in a gain on settlement of $ 42,941 . NOTE 8 - SEGMENT INFORMATION We operate as one segment, and ReadyOp facilitates the marketing and sales of subscriptions to the ReadyOp™, ReadyMed ™ and Alastar ™ platforms and the AudioMate IP gateways. Our Chief Executive Officer, as the CODM, uses consolidated net loss to evaluate our expenditures and monitor budget versus actual results. The monitoring of budget versus actual results and cash on hand are used in assessing the performance of the segment and in establishing resource allocation across the organization. Factors used in determining the reportable segment include the nature of our operating activities, the organizational and reporting structure and the type of information reviewed by the CODM to allocate resources and evaluate financial performance. Significant expenses within net loss include general and administrative, professional fees, officers’ salary, research and development, and interest income, which are each separately presented on our consolidated statements of operations. - 13 -