UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
For the transition period from to
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area
code:
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
8000 North Federal Highway, Suite 100
Boca Raton, Florida 33487
561-939-3300
Indicate by check mark whether the registrant: (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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NONE |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: shares as of August 12, 2024.
| -i- |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
CLEARTRONIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2024 | September 30, 2023 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of an allowance for credit losses of $72,665 as of June 30, 2024 and $63,665 as of September 30, 2023 | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Interest receivable - related party | ||||||||
| Total current assets | ||||||||
| Property and Equipment, net | ||||||||
| Intangible Assets, net | ||||||||
| Operating lease - right-of-use asset | ||||||||
| Other assets: | ||||||||
| Due from related party | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred revenue, current portion | ||||||||
| Operating lease liability | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities: | ||||||||
| Deferred revenue, net of current portion | ||||||||
| Operating lease liability - long term | ||||||||
| Total long term liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (See Note 6) | ||||||||
| Stockholders' equity: | ||||||||
| Series A preferred stock - $ par value; shares authorized, issued and outstanding, respectively. | ||||||||
| Series B preferred stock - $ par value; shares authorized, shares issued and outstanding, respectively. | ||||||||
| Series C preferred stock - $ par value; shares authorized, and shares issued and outstanding, respectively. | ||||||||
| Series D preferred stock - $ par value; shares authorized, shares issued and outstanding, respectively. | ||||||||
| Series E preferred stock - $ par value, shares authorized, shares issued and outstanding, respectively. | ||||||||
| Common stock - $ par value; shares authorized, and , shares issued and outstanding, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
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 Ended June 30, 2024 | For the Ended June 30, 2023 | For the Ended June 30, 2024 | For the Ended June 30, 2023 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of Revenue | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Selling expenses | ||||||||||||||||
| Administrative expenses | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Gain on the settlement of accounts payable | ||||||||||||||||
| Interest income/expense, net | ||||||||||||||||
| Total Other Income/(Expenses) | ||||||||||||||||
| Income before income taxes | ||||||||||||||||
| Provision for income taxes from continuing operations | ||||||||||||||||
| Net Income | ||||||||||||||||
| Preferred stock dividends Series A Preferred | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income attributable to common stockholders | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| Net income per common share - basic | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| Net income per common share - diluted | $ | $ | $ | $ | ||||||||||||
| Weighted Average of number of shares outstanding basic | ||||||||||||||||
| Weighted Average of number of shares outstanding diluted | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| -2- |
CLEARTRONIC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
| For the Nine Months | For the Nine Months | |||||||
| Ended | Ended | |||||||
| June 30, 2024 | June 30, 2023 | |||||||
| NET INCOME | $ | $ | ||||||
| Cash Flows From Operating Activities | ||||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Amortization of operating lease - right-of-use asset | ||||||||
| Extinguishment of liabilities | ( | ) | ||||||
| Provision for credit losses | ||||||||
| (Increase) decrease in assets: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Increase (decrease) in liabilities: | ||||||||
| Accounts payable | ||||||||
| Deferred revenue | ( | ) | ||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Net Cash Provided (used) by Operating Activities | ( | ) | ||||||
| Cash Flows From Investing Activities | ||||||||
| Purchase of fixed assets | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Net (decrease) increase in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Series C Convertible Preferred shares exchanged for common stock | $ | $ | ||||||
| Right-of-use asset obtained in exchange for operating lease liability | $ | $ | ||||||
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
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2024
(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 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the nine months ended June 30, 2024 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 (Unaudited) | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the three months ended June 30, 2024 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 (Unaudited) | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
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 AND NINE MONTHS ENDED JUNE 30, 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, 2022 | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||
| Series C Convertible Preferred shares exchanged for common stock | - | - | ( | ) | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the nine months ended June 30, 2023 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 (Unaudited) | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Series C Convertible Preferred shares exchanged for common stock | - | - | ( | ) | ( | ) | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the three months ended June 30, 2023 | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2023 (Unaudited) | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| -5- |
CLEARTRONIC, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements
June 30, 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™ 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.
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, 2023, contained in our General Form for Registration of Securities of Form 10-K as filed with the Securities and Exchange Commission (the “Commission”) on December 21, 2023. The results of operations for the three and nine months ended June 30, 2024, are not necessarily indicative of results to be expected for any other interim period or the fiscal year ending September 30, 2024.
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 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 June 30, 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 June 30, 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 $
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 $
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.
INTANGIBLE ASSETS
The Company’s intangible assets consist of fees
paid to outside consulting services and employees that are assisting us in obtaining FedRAMP certification. At June 30, 2024, the Company
had intangible assets with a cost of approximately $248,618, with finite lives. The Company amortizes intangible assets with finite lives
over the shorter of their estimated useful or legal life. The useful life is reevaluated for each reporting period. For the nine months
ended June 30, 2024,
The Company evaluates intangible assets with finite lives for impairment at least annually or when events or changes in circumstances indicate that an impairment may exist. The Company determined that none of its intangible assets were impaired during the nine months ended June 30, 2024.
| -6- |
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 $
RESEARCH AND DEVELOPMENT COSTS
The Company expenses research and development costs as incurred.
For the three months ended June 30, 2024 and 2023,
the Company had $
For the nine months ended June 30, 2024 and 2023,
the Company had $
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 to in exchange for those goods and services. The Company applies the following five-step model in order 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 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.
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 on 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.
Under an agreement with the School District of Hillsborough County Florida, the District has approved an agreement with the Company whereby the Company will provide 500 units of its AudioMate AM360 Radio gateways to a third party, Centegix, which will be installing the gateways under their agreement with the School District. Centegix has paid the Company for the gateways in advance and the deposit is accounted for in deferred revenue. As of June 30, 2024, the Company delivered 250 units of its AudioMate AM360 Radio gatewayws and recognized hardware and sales revenue of $250,000. The estimated completion date for the project is August 31, 2024.
As of June 30, 2024 and September 30, 2023, respectively,
the Company recorded $
DISAGGREGATED REVENUE
The following table sets forth the approximate net sales by primary category:
| For the three months ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Licensing of ReadyOp Software | $ | $ | ||||||
| Hardware Sales and Consulting | ||||||||
| Total | $ | $ | ||||||
| For the nine months ended | ||||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Licensing of ReadyOp Software | $ | $ | ||||||
| Hardware Sales and Consulting | ||||||||
| Total | $ | $ | ||||||
DEFERRED REVENUE
The following table provides a summary of the changes included in deferred revenue during the nine months ended June 30, 2024 and year ended September 30, 2023:
For the nine ended June 30, | For the year ended September 30, | |||||||
| Beginning balance | $ | $ | ||||||
| Additions to deferred liability (1) | ||||||||
| Deductions to deferred liability (2) | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
| (1) |
| (2) |
| -7- |
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 June 30, 2024 and 2023, we had options and warrants outstanding.
As of June 30, 2024 and 2023, we had shares of Series A Convertible Preferred stock outstanding, which are convertible into shares of common stock.
As of June 30, 2024 and 2023, we had shares of Series C Convertible Preferred stock outstanding which are convertible into and shares of common stock.
As of June 30, 2024 and 2023, we had shares of Series D Preferred stock outstanding which are convertible into shares of common stock.
As of June 30, 2024 and 2023, we had shares of Series E Convertible Preferred stock outstanding which are convertible into shares of common stock.
The table below details the computation of basic and diluted earnings per share (“EPS”) for the three and nine months ended June 30, 2024 and 2023:
For the three ended June 30, | For the three ended June 30, | |||||||
| Net income (loss) attributable to common stockholders for the period | $ | $ | ( | ) | ||||
| Weighted average number of shares outstanding | ||||||||
| Basic earnings per share | $ | $ | ||||||
For the nine ended June 30, | For the nine ended June 30, | |||||||
| Net (loss) income attributable to common stockholders for the period | $ | ( | ) | $ | ||||
| Weighted average number of shares outstanding | ||||||||
| Basic earnings per share | $ | $ | ||||||
The following table sets for the computation of diluted earnings per share:
For the three ended June 30, | For the three ended June 30, | |||||||
| Net income (loss) attributable to common stockholders for the period | $ | $ | ( | ) | ||||
| Add: Preferred stock dividends | ||||||||
| Adjusted net income | $ | $ | ||||||
| Weighted average number of shares outstanding | ||||||||
| Add: Shares issued upon conversion of preferred stock | ||||||||
| Weighted average number of common and common equivalent shares | ||||||||
| Diluted earnings per share | $ | $ | ||||||
| -8- |
For the nine ended June 30, | For the nine ended June 30, | |||||||
| Net (loss) income attributable to common stockholders for the period | $ | ( | ) | $ | ||||
| Add: Preferred stock dividends | ||||||||
| Adjusted net income | $ | $ | ||||||
| Weighted average number of shares outstanding | ||||||||
| Add: Shares issued upon conversion of preferred stock | ||||||||
| Weighted average number of common and common equivalent shares | ||||||||
| Diluted earnings per share | $ | $ | ||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures the fair value of its assets and liabilities under ASC topic 820, “Fair Value Measurements and Disclosures”. ASC 820 defines “fair value” as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company’s consolidated financial statements.
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 June 30, 2024 and September 30, 2023, 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 and nine months ended June 30, 2024 and year ended September 30, 2023, 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 June 30, 2024 and September 30, 2023, respectively.
At June 30, 2024 inventory was $
At September 30, 2023, inventory was $
ADVERTISING COSTS
Advertising costs are expensed as incurred. The Company
had advertising costs of $
Advertising costs are expensed as incurred. The Company
had advertising costs of $
RECENT ADOPTED ACCOUNTING PRONOUNCEMENTS
Troubled Debt Restructurings and Vintage Disclosures
In March 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”), which eliminates the accounting guidance on troubled debt restructurings (“TDRs”) for creditors in ASC 310, Receivables (Topic 310), and requires entities to provide disclosures about current period gross write-offs by year of origination. Also, ASU 2022-02 updates the requirements related to accounting for credit losses under ASC 326, Financial Instruments – Credit Losses (Topic 326), and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 was effective for the Company October 1, 2022. The adoption of ASU 2022-02 did not have a material impact on the Company’s consolidated financial statements.
RECENT 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.
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.
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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
The tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2024 and September 30, 2023:
| June 30, 2024 | September 30, 2023 | |||||||
| Assets | ||||||||
| Operating lease -right-of-use assets-non-current | $ | $ | ||||||
| Liabilities | ||||||||
| Operating lease liability | $ | $ | ||||||
| Weighted-average remaining lease term (years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
| The components of lease expense were as follows: | ||||||||
| Operating lease cost | ||||||||
| Amorization on right-of-use operating lease asset | $ | $ | ||||||
| Lease liability expense in connection with obligation repayment | ||||||||
| Total operating lease costs | $ | $ | ||||||
| Supplemental cash outflows information related to operation lease was as follows: | ||||||||
| Operating cash outflows from operating lease (obligation payment) | $ | $ | ||||||
| Right-of-use asset obtained in exchange for new operating lease liability | $ | $ | ||||||
At June 30, 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 June 30, 2024:
| 2024 (6 Months) | $ | |||
| 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 June 30, 2024 and September 30, 2023, property and equipment, net, is as follows:
For the nine ended June 30, 2024 | For the year ended September 30, 2023 | |||||||
| Office Equipment | $ | $ | ||||||
| Less: Accumulated Depreciation | ( | ) | ( | ) | ||||
| Total Property and Equipment, net | $ | $ | ||||||
Depreciation expense for the three months ended June
30, 2024 and 2023, was $
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Depreciation expenses for the nine months ended June
30, 2024 and 2023, was $
At June 30, 2024 and September 30, 2023, intangible assets, net, is as follows:
For the nine ended June 30, 2024 | For the year ended September 30, 2023 | |||||||
| Intangible Assets | ||||||||
| Total Intangible Assets, net | $ | $ | ||||||
Amortization expense for the three and nine months
ended June 30, 2024 and 2023, was $
NOTE 4 - EQUITY TRANSACTIONS
Preferred Stock Dividends
As of June 30, 2024 and September 30, 2023, the cumulative
arrearage of undeclared dividends for Series A Preferred stock totaled $
As of the date of this report, we have authorized shares of preferred stock, par value $ per share, of which shares were issued and outstanding. There are currently 5 series of preferred stock designated as follows:
| ● | shares have been designated as Series A Preferred Stock, of which are issued and outstanding; |
| ● | shares have been designated as Series B Preferred Stock, of which is issued and outstanding; |
| ● | shares have been designated as Series C Preferred Stock, of which are issued and outstanding; and |
| ● | shares have been designated Series D Preferred stock, of which are issued and outstanding; and |
| ● | shares have been designated Series E Preferred stock, of which 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 shares of our common stock. Each holder of Series A Preferred
Stock is entitled to receive cumulative dividends at the rate of |
| ● | 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 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. |
NOTE 5 - RELATED PARTY TRANSACTIONS
Rent expense incurred during the three months ended
June 30, 2024 and 2023 was $
Rent expense incurred during the nine months ended
June 30, 2024 and 2023 was $
During the three months ended June 30, 2024 and 2023,
the Company paid $
During the nine months ended June 30, 2024 and 2023,
the Company paid $
As of June 30, 2024, the Company advanced $
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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. The Company is not aware of any claim or litigation, the outcome of which, if determined adversely to the Company, would have a material effect on the Company’s financial position or results of operations.
Obligation Under Operating Lease
On December 2, 2023, and effective on January 1, 2023,
the Company signed a two-year lease of
On December 1, 2021, the Company signed a one year
lease approximately
Rent expense incurred during the three months ended
June 30, 2024 and 2023 was $
Rent expense incurred during the nine months ended
June 30, 2024 and 2023 was $
Revenue and Accounts Receivable Concentration
For the three months ended June 30, 2024, one customer
accounted for
For the nine months ended June 30, 2024, two customer
accounted for
For the nine months ended June 30, 2023, one customer
accounted for
As of June 30, 2024, no customer accounted for more
than
As of September 30, 2023, no customer accounted for
more than
Deferred Revenue Concentration
As of June 30, 2024, one customer accounted for more
than
As of September 30, 2023, no customer accounted for
more than
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 is effective April 25, 2017 and continues until the later of the date that no Licensed Patent remains a pending application or an enforceable patent or the date on which the Licensee’s obligation to pay royalties expires.
The Company agreed to pay USFRF a royalty of
In the event the Company proposes to sell any Equity
Securities, then USFRF will have the right to purchase
NOTE 7 – EXTINGUISHMENT OF LIABILITIES
During the nine months ended June 30, 2024, the Company
recorded a gain on extinguishment of liabilities $
NOTE 8 – SUBSEQUENT EVENT
On August 1, 2024, the Company announced that it had completed the acquisition of the assets, client list, and employee group of Alastar, Inc. (“Alastar”), a company formerly owned jointly by Advanced Technology International and the South Carolina Research Authority, a South Carolina nonprofit corporation. Through this transaction, the Compnay acquired all intellectual properties, trademarks, software platforms, and other assets of Alastar, along with its clients and employee group. The immediate financial impact on the Company will be an increase in revenue and cash, which will be offset by an increase in deferred revenue. No liabilities of Alastar were assumed by the Company.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD-LOOKING STATEMENTS
The information set forth in this Management’s Discussion and Analysis contains certain “forward-looking statements,” including, among others (i) expected changes in our revenues and profitability, (ii) prospective business opportunities, and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes,” “anticipates,” “intends,” or “expects.” These forward-looking statements relate to our plans, objectives, and expectations for future operations. Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this prospectus should not be regarded as a representation that our objectives or plans will be achieved. In light of the risks and uncertainties, there can be no assurance that actual results, performance, or achievements will not differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. The foregoing review of important factors should not be construed as exhaustive. We undertake no obligation to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
Overview
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™ platform and the AudioMate IP gateways discussed below.
ReadyOp is a proprietary, innovative web-based planning, communications and operations platform for efficiently and effectively planning, managing, communicating, and directing operations and emergency response. ReadyOp is used by local, state and federal government agencies, corporations, school districts, utilities, hospitals and others to manage and report daily operations as well as the ability to handle incidents and emergency situations. ReadyOp is offered as a software as a service (SAAS) program on an annual contract basis although an increasing number of clients have requested multi-year agreements.
In March 2018, the Company approved the spin-off of VoiceInterop, Inc. (“Voiceinterop”), one of the Company’s wholly-owned subsidiaries, into a separate company under a Form S-1 registration filed with the United States Securities and Exchange Commission.
In October 2019, the Company acquired the ReadyMed software platform from Collabria LLC. ReadyMed is a web-based secure communications platform initially designed for the healthcare industry. This includes hospitals, clinics, doctor’s offices, health insurance companies, workers compensation insurance companies and many other segments of the healthcare industry. The platform provides caregivers with patient tracking capability and allows physicians and other healthcare entities to track patient progress after medical treatment and/or release from hospital care. The software also enables monitoring and reporting of patients in medium and long-term care. Additionally, the platform provides secure communications capabilities and record keeping to track the healing process of patients, record their recovery and monitor their medications. ReadyMed proved beneficial for multiple clients in the healthcare industry due to the impact of the COVID-19 pandemic. The Company offers both the ReadyOp and ReadyMed capabilities to clients and usually refers to the platform as ReadyOp to avoid confusion in the marketplace of two products.
FOR THE THREE MONTHS ENDED JUNE 30, 2024 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2023
Revenue
Revenues increased 79.35% to $1,005,050 for the three months ended June 30, 2024 as compared to $560,374 for the three months ended June 30, 2023. The primary reason for the increase was due to an increase in revenue from the ReadyOp platform from $527,074 in 2023 to $702,446 in 2024. In addition, Sales of ReadyOp hardware products increased from $15,200 in 2023 to $288,204 in 2024. Consulting fees and related income decreased from $18,100 in 2023 to $14,400 in 2024 due to less training activity.
Cost of Revenue
Cost of revenues increased to $319,728 for the three months ended June 30, 2024 as compared to $132,312 for the three months ended June 30, 2023. Gross profits were $685,322 and $428,062 for the three months ended June 30, 2024 and 2023, respectively. The primary reason for the increase was due to an increase in ReadyOp hardware product sales.
Operating Expenses
Operating expenses increased 44.41% to $606,721 for the three months ended June 30, 2024 compared to $420,128 for the three months ended June 30, 2023. The increase was primarily due increases in administrative expense and selling expenses. Administrative expenses increased by $168,592 or 47.64% as a result of an increase in consulting expenses and employee salaries, due to new hires. For the three months ended June 30, 2024, selling expenses were $79,913 compared to $62,873 for the three months ended June 30, 2023, due to an increase in advertising and travel expenses in connection with trade show appearances. Research and development expenses were $2,000 for the three months ended June 30, 2024, as compared to $2,000 for the three months ended June 30, 2023.
Other Income/(Expenses)
The Company’s other income increased by $5,569 from other income of $686 during the three months ended June 30, 2023, as compared to $6,255 for the three months ended June 30, 2024. This increase was an increase in interest income on note receivable due from a related party and interest income on treasury bill investments.
Income before Income Taxes
The Company’s income before income taxes was $84,856, during the three months ended June 30, 2024, as compared to income of $8,620 for the three months ended June 30, 2023. The increase was primarily due to an increase in cost of revenues, administrative and selling expenses, and offset by an increase in sales of ReadyOp licenses and hardware. The increased costs were partially due to an increase in the costs of the hardware sold and administrative expenses due to salaries.
Net Income Attributable to Common Stockholders
Net income attributable to common stockholders was $74,625 for the three months ended June 30, 2024 as compared to a net loss of $1,611 for the three months ended June 30, 2023. The increase was primarily due to an increase in sales of ReadyOp licenses and hardware and offset by an increase in cost of revenues, administrative and selling expenses. The increased costs were partially due to an increase in the costs of the hardware sold and administrative expenses due to salaries.
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FOR THE NINE MONTHS ENDED JUNE 30, 2024 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 2023
Revenue
Revenues increased 38.37% to $2,183,110 for the nine months ended June 30, 2024 as compared to $1,577,692 for the nine months ended June 30, 2023. The primary reason for the increase was due to an increase in revenue from the ReadyOp platform from $1,480,287 in 2023 to $1,842,411 in 2024. Sales of ReadyOp hardware products increased from $37,325 in 2023 to $326,299 in 2024. Consulting fees and related income decreased from $60.080 in 2023 to $14,400 in 2024 due to less training activity.
Cost of Revenue
Cost of revenues increased to $592,975 for the nine months ended June 30, 2024 as compared to $324,363 for the nine months ended June 30, 2023. Gross profits were $1,590,135 and $1,253,329 for the nine months ended June 30, 2024 and 2023, respectively. The primary reason for the increase was due to an increase in ReadyOp hardware product sales.
Operating Expenses
Operating expenses increased 41.14% to $1,629,714 for the nine months ended June 30, 2024 compared to $1,154,709 for the nine months ended June 30, 2023. The increase was primarily due to increases in administrative and selling expenses. General and Administrative expenses increased by $417,230 or 42.98% as a result of an increase in consulting expenses and employee salaries, due to new hires. For the nine months ended June 30, 2024, selling expenses were $218,062 compared to $154,521 for the nine months ended June 30, 2024 due to an increase allowance for credit losses and advertising and travel expenses in connection with trade show appearances. Research and development expenses were $18,603 for the nine months ended June 30, 2024, as compared to $25,815 for the nine months ended June 30, 2023. This decrease was primarily indirect research and development costs.
Other Income/(Expenses)
The Company’s other income increased by $62,098 from other income of $1,913 during the nine months ended June 30, 2023, as compared to $64,011 for the nine months ended June 30, 2024. This increase was an increase in interest income on a note receivable due from a related party, interest income on treasury bill investments and extinguishment of liabilities of $44,052.
Income before Income Taxes
The Company’s income before income taxes was $24,432, during the nine months ended June 30, 2024, as compared to income of $100,533 for the nine months ended June 30, 2023. The increase was primarily due to an increase in cost of revenues, administrative and selling expenses, and offset by an increase in sales of ReadyOp licenses and hardware and extinguishment of liabilities. The increased costs were partially due to an increase in the costs of hardware sold and administrative expenses due to increased salaries for new employee hires.
Net Income Attributable to Common Stockholders
Net loss attributable to common stockholders was $6,373 for the nine months ended June 30, 2024 as compared to a net income of $69,839 for the nine months ended June 30, 2023. The decrease was primarily due to an increase in sales of ReadyOp licenses and hardware and offset by an increase in cost of revenues, administrative and selling expenses. The increased costs were partially due to an increase in the costs of the hardware sold and administrative expenses due to salaries.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended June 30, 2024, net cash provided by operations of $398,421 was the result of a net income of $24,432, depreciation expense of $5,140, amortization of operating lease of $17,948, extinguishment of liabilities of $44,052, increase in provision for credit losses of $9,000, increase in prepaid expenses of $5,137, a decrease in accounts receivable of $129,880, an increase in inventory of $107,997 . These were offset by an increase in accounts payable of $85,411 and an increase in deferred revenue of $301,988.
For the nine months ended June 30, 2023, net cash used in operations of $35,234 was the result of a net income of $100,533, depreciation expense of $3,694, amortization of operating lease of $11,966, an increase in accounts payable of $11,942, and a decrease in inventory of $668. These were offset by an increase in accounts receivable of $71,083, increase in prepaid expenses of $39,745 and a decrease in deferred revenue of $42,137.
Net cash used in investing activities was $126,185 and $6,435 for the nine months ended June 30, 2024 and 2023, respectively, which was for the purchase of intangible and fixed assets.
Critical Accounting Estimates
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2023 for information regarding our critical accounting estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable
.
Item 4. Controls and Procedures.
An evaluation was conducted by the registrant’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures as of June 30, 2024. Based on that evaluation, the CEO and CFO concluded that the registrant’s controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that the registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
Change in Internal Controls over Financial Reporting
During this quarter, there was no change in the registrant’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or Rule 15d–15 under the Securities Exchange Act of 1934 that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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. Management will seek to minimize disputes with the Company’s customers but recognizes the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The registrant claimed exemption from the registration provisions of the Securities Act of 1933 with respect to the securities pursuant to Section 4(2) thereof in as much as no public offering was involved. The shares were not offered or sold by means of: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) any other form of general solicitation or advertising and the purchases were made for investment and not with a view to distribution. Each of the purchasers was, at the time of the purchaser’s respective purchase, an accredited investor, as that term is defined in Regulation D under the Securities Act of 1933 and had access to sufficient information concerning the registrant and the offering.
Item 3. Defaults Upon Senior Securities
None
Item 5. Other Information
None
Item 6. Exhibits.
| 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. | |
| 32.2* | 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 §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.
| -15- |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CLEARTRONIC, INC. | |||
| August 13, 2024 | |||
| By: | /s/ Michael M. Moore | ||
| Michael M. Moore | |||
| Principal Executive Officer | |||
| By: | /s/ Larry M. Reid | ||
| Larry M. Reid | |||
| Principal Financial Officer and | |||
| Chief Accounting Officer | |||
| -16- |