SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549

____________________________________________________

FORM 10-K/A

**(Amendment No. 1 to Form 10-K)**



(Mark One)xANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30, 2017 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________________ to _____________________




Commission File No. 000-55329

CLEARTRONIC, INC.(Exact name of issuer as specified in its charter)
        (Exact name of registrant as specified in its charter)Florida65-0958798(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)8000 North Federal Highway, Suite 100
    Boca Raton, Florida33487(Address of principal executive offices)(Zip Code)Registrants telephone number, including area code: (561) 939-3300Securities registered under Section 12(b) of the Exchange Act:NoneSecurities registered under Section 12(g) of the Exchange Act:Common stock, par value $0.00001 per share(Title of class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [ ] No [X]

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days.  Yes [X] No [ ]

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).  Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act:

|                            |                              
|--------------------------- | -----------------------------
|Large accelerated filer [ ] | Accelerated filer [ ]        
|Non-accelerated filer [ ]   | Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act).  Yes [ ] No [X]

The aggregate market value of the registrants common stock held by non-affiliates of the registrant on March 31, 2017 (based on the closing sale price of $0.09 per share of the registrants common stock, as reported on the OTCPINK operated by The OTC Markets Group, Inc. on that date) was approximately $10,520,027.  The stock price of $0.09 at March 31, 2017, takes into account a one for 3,000 reverse stock split on December 28, 2012.  Common stock held by each officer and director and by each person known to the registrant to own five percent or more of the outstanding common stock has been excluded in that those persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.  Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date.  At January 16, 2018 the registrant had outstanding 203,899,190 shares of common stock, par value $0.00001 per share.

1







Table of Contents

PART I

3

Item 1.

Business.

3

Item 1A.

Risk Factors.

9

Item1B.

Unresolved Staff Comments.

9

Item 2.

Properties.

9

Item 3.

Legal Proceedings.

9

Item 4.

(Removed and Reserved).

9

PART II

9

Item 5.

Market for Registrants Common Equity, 
Related Stockholder Matters and Issuer Purchases of Equity Securities.

9

Item 6.

Selected Financial Data.

11

Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operations.

11

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

16

Item 8.

Financial Statements and Supplementary Data.

16

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

16

Item 9A.

Controls and Procedures.

16

Item 9A(T).

Controls and Procedures.

16

Item 9B.

Other Information.

18

PART III

18

Item 10.

Directors, Executive Officers and Corporate Governance.

18

Item 11.

Executive Compensation.

20

Item 12.

Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

21

Item 13.

Certain Relationships and Related Transactions and Director Independence.

23

Item 14.

Principal Accounting Fees and Services.

23

PART IV

23

Item 15.

Exhibits, Financial Statement Schedules.

24





2



EXPLANATORY NOTE

Cleartronic, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (the "Form 10-K/A") to its Annual Report on Form 10-K for the year ended September 30, 2017, filed with the Securities and Exchange Commission on January 16, 2018, to amend Part II. Item 9A(T). Controls and Procedures and Part III. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Other than with respect to the foregoing, this Form 10-K/A does not modify or update in any way the disclosures made in the Form 10-K.  This Form 10-K/A speaks as of the original filing date of the Form 10-K and does not reflect events that may have occurred subsequent to such original filing date.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In light of the risks and uncertainties inherent in all projected operational matters, the inclusion of forward-looking statements in this Form 10-K, should not be regarded as a representation by us or any other person that any of our objectives or plans will be achieved or that any of our operating expectations will be realized.  Our revenues and results of operations are difficult to forecast and could differ materially from those projected in the forward-looking statements contained in this Form 10-K, as a result of certain risks and uncertainties including, but not limited to, our business reliance on third parties to provide us with technology, our ability to integrate and manage acquired technology, assets, companies and personnel, changes in market condition, the volatile and intensely competitive environment in the business sectors in which we operate, rapid technological change, and our dependence on key and scarce employees in a competitive market for skilled personnel.  These factors should not be considered 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 hereof or to reflect the occurrence of unanticipated events.

PART I

Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).  Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses.  Such forward-looking statements include, among others, those statements including the words expects, anticipates, intends, believes and similar language.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section Item 7.  Managements Discussion and Analysis of Financial Condition and Results of Operations.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances taking place after the date of this document.

Item 1.

Business.

The Company

We were initially incorporated on November 15, 1999, as Menu Sites, Inc., a Florida corporation.  On March 9, 2001, we changed our name to CNE Communications, Inc.  On October 1, 2004, we changed our name to CNE Industries, Inc.  On March 29, 2005, we changed our name to GlobalTel IP, Inc.  On May 9, 2008, we changed our name to Cleartronic, Inc.

All of our operations are conducted through our wholly owned subsidiaries, VoiceInterop, Inc., a Florida corporation, incorporated on November 13, 2007, and ReadyOp Communications, Inc., a Florida corporation, incorporated on September 15, 2014, which facilitate the marketing and sales of ReadyOpTM software and AudioMate IP gateways, discussed below.

Business Overview

We do not currently have sufficient capital to conduct the present or proposed business activities described below.  The costs to operate our business are approximately $72,000 per month.  In order for us to cover our monthly operating expenses, we must generate revenues of approximately $115,000 per month.  Accordingly, in the absence of revenues, we must secure $72,000 in equity or debt capital each month to cover our overhead expenses.  In order to remain in business for one year without any revenues, we must secure $864,000 in equity or debt capital.  If we are unsuccessful in securing sufficient capital or revenues, we will be unable to continue any business activities.  We have not obtained any commitments for additional capital, and we may not be able to obtain any additional capital on terms not unfavorable to us, if at all.

From March 2005 to October 2007, we were primarily engaged in providing telecommunications services to our customers employing Voice over Internet Protocol (VoIP) technology.  In October 2007, we sold substantially all of our assets utilized in that business.  Prior to 2005, we were a website development company.

3





We are now a provider of Internet Protocol, or IP, unified group communication solutions.  The products used in our solutions include our own proprietary products as well as products from other software and hardware vendors.

We have designed and customized standards based audio and voice collaboration solutions for prospective customers as part of a unified group communication system.  We consider all aspects of a potential customers information technology resources and existing telecommunications network in creating a design best suited for that customer.  In 2013, we developed our own proprietary group communication solution and have built and installed four of these solutions as of the filing date of this report.  Prior to developing our own solution we used WAVE software as the core component.  We have designed, built and installed 18 unified group communication solutions as of the filing date of this report, 14 of which utilize WAVE software.  In November 2013, we discontinued using WAVE software as a component in our unified communication solution installations.

Revenues have been generated from the design, construction and installation of the group communication systems.  We have also generated revenues from maintenance and support contracts, once a unified group communication solution has been installed and tested.  While we no longer sell WAVE based systems we will continue to support the installations that we have previously installed.  We also sell our proprietary line of Internet Protocol Gateway which we have branded the AudioMate 360 IP Gateway, discussed below.  These units are currently being sold directly to end-users and by Value Added Resellers (VARs).  As of the date of this filing, we have approximately 10 active VARs, and we have sold our gateways to more than 1,000 end-users in the United States and 18 foreign countries.

We have developed an Internet Protocol Gateway which we call the AudioMate 360 IP Gateway.  The AudioMate 360 IP Gateway has been designed to provide an Internet Protocol Gateway to users of unified group communications.  The AudioMate 360 IP Gateway is available in different configurations which enable it to be used with various types of communications equipment.

Although other devices are available that perform the same or similar functions, we believe that our price for the AudioMate 360 IP Gateway is substantially lower than the prices others are presently charging for similar devices.  If we are unable to provide the AudioMate 360 IP Gateway to our prospective customers at substantially lower prices than others are charging for similar gateways, our business will be materially adversely affected.

We do not have any other products at this time.

Acquisition of Certain Collabria Assets

In March 2015, the Company amended its Licensing Agreement with Collabria LLC of Tampa, Florida (Collabria).  The Agreement grants the Company master distribution rights to market, sell and support Collabrias command and control software, trade-named ReadyOp. ReadyOp software is designed for fast, efficient access to information and for communication with multiple persons, groups and agencies. This agreement will remain in effect for an initial term of five years unless either the Company or Collabria sooner terminates the agreement. Upon expiration of the agreement, the Companys only obligation to Collabria shall be the payment of all outstanding obligations to Collabria. In September 2014, the Company formed ReadyOp Communications, Inc. (a Florida corporation), as a wholly owned subsidiary to facilitate the marketing of ReadyOp software. According to the terms of the agreement ReadyOp Communications will pay Collabria a royalty for all ReadyOp software sold.

In November 2016, the Company cancelled its Licensing Agreement with Collabria LLC of Tampa, Florida (Collabria) and acquired all of the intellectual property related to Collabrias command and control software, trade-named ReadyOp. In addition the Company acquired Collabrias client list. In exchange for these assets the

Company issued Collabria 3,000,000 shares of the Companys restricted Series E Convertible Preferred stock with a fair value of $292,240. The Company assumed none of Collabrias liabilities.



Need for Unified Group Communications

Unified group communications and coordination within and between agencies for response actions to incidents and emergencies has been a challenge for many years.  The result has been inefficiencies and in some cases the loss of lives, time and money during response activities.  Governmental agencies, hospitals and other organizations experience these same interoperability failures.



4



We believe that  ReadyOpTM software is a new approach to communication, coordination and interoperability that is simple, flexible, low-cost and is already in use by many agencies and enterprises in the governmental and private sectors.

ReadyOpTM Software

ReadyOpis a simple, innovative web-based planning and communications platform for efficiently and effectively planning, managing, communicating, and directing activities within a single organization or in a unified command structure.  ReadyOpis a comprehensive solution with multiple means of communications in a single program, including interoperable communications for radios and other devices.  ReadyOps flexibility supports daily operations, exercises and response activities including multi-agency and multi-location operations.  ReadyOpis a single platform that provides communications, coordination, collaboration and critical response capabilities for first responders and other organizations.

Communication challenges and coordination failures within and between organizations have been well documented and remain a part of the final report for most every exercise and major incident.  This is especially evident when multiple agencies are involved in a response effort.  In 2003, Homeland Security Presidential Directive-5 (HSPD-5) created the National Incident Management System (NIMS).  NIMS is intended to provide a consistent template for government, private sector, and nongovernment organizations to work together during incidents and emergencies.

NIMS was used to create the Incident Command System (ICS) for first responders.  ICS is essentially an organizational chart with assigned roles for responsibilities during incident response.  Each role has assigned tasks to be accomplished, the goal being that all persons assuming the various roles complete their assigned tasks.  Use of ICS is mandated for all law enforcement, fire and other government agencies at all levels plus seaports, airports, universities and hospitals.  ReadyOp was initially designed based on the structure of ICS, but has evolved into a full response and communications platform.

Patents and Intellectual Property

If we are able to continue our business activities, our business will be dependent on our intellectual property, some of which we have developed for our software and hardware applications.  We do not have any trade secret confidentiality agreements.  For projects that are in development, we intend to rely on intellectual property rights afforded by trademark and trade secret laws, as well as confidentiality procedures and licensing arrangements, to establish and protect our rights to our technology and other intellectual property.  We cannot foretell if these procedures and arrangements will be adequate in protecting our intellectual property.

We have filed a patent application with the United States Patent and Trademark Office in connection with various configurations of our AudioMate 360 IP Gateway.  We may file similar patent applications in additional countries.  The claims in the patent application relate to various aspects of the AudioMate 360 IP Gateway.  On March 13, 2012, the United States Patent Office notified us that U.S. Patent number 8,135,001 B1 had been granted for the 34 claims of our patent application for Multi Ad Hoc Interoperable Communicating Networks.  It may be that one or more of our claims are not meaningful.  Furthermore, the validity of issued patents is frequently challenged by others.  One or more patent applications may have been filed by others previous to our filing, which encompass the same or similar claims.

A patent application does not in and of itself grant exclusive rights.  A patent application must be reviewed by the Patent Office of each relevant country prior to issuing as a patent and granting exclusive rights.

We have obtained  trademarks on ReadyOp and VoiceInterop.

Because of our limited resources, we may be unable to protect a patent, either owned or licensed, or to challenge others who may infringe upon a patent.  Because many holders of patents in our industry have substantially greater resources than we do and patent litigation is very expensive, we may not have the resources necessary to successfully challenge the validity of patents held by others or withstand claims of infringement or challenges to any patent we may obtain.  Even if we prevail, the cost and management distraction of litigation could have a material adverse effect on us.



5



Because Internet Protocol Gateways and their related manufacturing processes are covered by a large number of patents and patent applications, infringement actions may be instituted against us if we use or are suspected of using technology, processes or other subject matter that is claimed under patents of others.  An adverse outcome in any future patent dispute could subject us to significant liabilities to third parties, require disputed rights to be licensed or require us to cease using the infringed technology.

If trade secrets and other means of protection upon which we rely may not adequately protect us, our intellectual property could become available to others.  Although we may rely on trade secrets, copyright law, employee and third-party nondisclosure agreements and other protective measures to protect some of our intellectual property, these measures may not provide meaningful protection to us.

The laws of many foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States, if at all.

Exclusive Licensing Agreement

On May 5, 2017, the Company entered into an Exclusive Licensing Agreement with Sublicensing Terms (the Agreement) with the University of Southern Florida Research Foundation, Inc. (USFRF) relating to an exclusive license of certain patent rights in connection with one of USFRFs U.S. Patent Applications. Both parties recognize that the research and development work provided by the Company was sufficient for USFRF to enter into the Agreement with the Company.



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



The Company paid USFRF a License Issue Fee of $3,000 and $7,253.50 as reimbursement of expenses associated with the filing of the Licensed Patent. The Company agreed to complete the first commercial sale of products to the retail customer on or before January 31, 2019 or USFRF has the right to terminate the agreement. In addition, the Company agreed that it will have made and tested a prototype by August 31, 2018 or USFRF has the right to terminate the agreement. The company agreed to pay USFRF a royalty of 3% for sales of all Licensed Products and Licensed Processes and agreed to pay USFRF minimum royalty payments as follows:



PaymentYear$1,0002019$4,0002020$8,0002021


-and every year thereafter on the same date, for the life of the agreement.



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



Rapid Technological Change Could Render Our Products Obsolete

Our markets are characterized by rapid technological changes, frequent new product introductions and enhancements, uncertain product life cycles, changes in customer requirements, and evolving industry standards.  The introduction of new products embodying new technologies and the emergence of new industry standards could render our existing products obsolete.  Our future success will depend upon our ability to continue to develop and introduce a variety of new products and product enhancements to address the increasingly sophisticated needs of our customers.  We may experience delays in releasing new products and product enhancements in the future.  Material delays in introducing new products or product enhancements may cause customers to forego purchases of our products and purchase those of our competitors.

Seasonality of Our Business



6



We do not anticipate that our business will be affected by seasonal factors.

Impact of Inflation

We are affected by inflation along with the rest of the economy.  Specifically, our costs to complete our products could rise if specific components needed incur a rise in cost.

Manufacturing and Suppliers

We have outsourced the manufacturing of our AudioMate 360 IP Gateway.  This outsourcing has allowed us to:

·

Avoid costly capital expenditures for the establishment of manufacturing operations;

·

Focus on the design, development, sales and support of our hardware products; and

·

Leverage the scale, expertise and purchasing power of specialized contract manufacturers.

Currently, we have arrangements for the production of our gateways with a contract manufacturer in Florida.  Our reliance on contract manufacturers involves a number of potential risks, including the absence of adequate capacity, ownership of certain elements of electronic designs, and reduced control over delivery schedules.  Our contract manufacturers can provide us with a range of operational and manufacturing services, including component procurement and performing final testing and assembly of our products.  We intend to depend on our contract manufacturers to procure components and to maintain adequate manufacturing capacity.

We have also relied on a small number of suppliers for several key components utilized in the assembly of our AudioMate 360 IP Gateway.  For example, our contract manufacturer has purchased a key component that is essential to the production of our gateways from a single source supplier.  We have not identified any alternative suppliers for that component.  Our contract manufacturer has maintained relatively low inventories and acquired components only as needed.  As a result, our ability to efficiently respond to customer orders, if any, may be constrained by, among other things, the then-current availability or terms and pricing of necessary components.  We may be unable to obtain a sufficient quantity of these components in a timely manner to meet the demands of our customers.  In addition, we have no control over the prices of these components.  Any delays or any disruption of the supply of these components could also materially and adversely affect our operating results.

Competition

Theunified group communications industry is extremely competitive.  Over the past year, the number of companies entering our industry has increased dramatically.  Competitive pricing pressures can negatively impact profit margins, if any.  Competitors include Cisco Systems, Inc., Tyco Electronics Ltd., Catalyst Communications Technologies, Inc., Telex, Inc., Federal Signal Corporation and Mutual-Link, Inc. as well as Motorola and its authorized dealers.  These and other potential competitors are generally large and well capitalized and have substantially more experience than we do in our industry.  Consequently, in order for Cleartronic to be successful in its intended operations, it must be able to compete effectively against its competitors.  If Cleartronic cannot effectively compete for whatever reason, we will not be successful.

Sales and Marketing

We have marketed our unified group communication solutions and AudioMate 360 IP Gateway through a commissioned sales person.  The majority of our sales leads have come through sales persons, VARs and our website.  If we are able to continue our business activities, we intend to expand the use of commissioned sales representatives to market and sell the ReadyOpTM software solution along with our AudioMate 360 IP Gateway line of Internet Protocol Gateways.  We will continue to use our network of VARs to market our AudioMate 360 IP Gateway.



Key Personnel of Cleartronic

7





Our future financial success depends to a large degree upon the personal efforts of our key personnel.  Richard J. Martin, our Chairman and Director, Michael. M. Moore, our Chief Executive Officer and Director, and Larry M. Reid, our President, Chief Financial Officer, Principal Accounting Officer, and Secretary and Director, and their intended designees will play the major roles in securing the services of those persons deemed capable to develop and execute upon our business strategy.  While we intend to employ additional executive, development, and technical personnel in order to minimize the critical dependency upon any one person, we may not be successful in attracting and retaining the persons needed.

At present, Cleartronic has two executive officers, Larry M. Reid and Michael M. Moore.  In March 2015, the Company entered into a new employment agreement with the Companys CEO, Larry M. Reid (the Agreement). Under the Agreement, Mr. Reid agreed to remit 2.0 billion shares of common stock back to the Company in exchange for 200,000 shares of Series C Convertible Preferred stock with a fair value of $252,000.



Unless Cleartronic shall have given Mr. Reid and Mr. Moore written notice at least 30 days prior to the Termination Date, the Agreement shall automatically renew and continue in effect for additional one-year periods, provided, however, that we may, at our election at any time after the expiration of the initial term of the Agreement, give Mr. Reid notice of Termination.

Mr. Reid will be paid a base salary of $8,000 per month.  A copy of the employment agreement with Mr. Reid has been previously filed on March 18, 2015 with the SEC as an exhibit to a Form 8-K.  See Item 13.  Certain Relationships and Related Transactions and Director Independence.

Mr. Moore will be paid a base salary of $16,667 per month. A copy of the employment agreement with Mr. Moore has been previously filed on January 13, 2016 as an exhibit to a Form 10-K.  is attached as an exhibit to this 10-K report.

Adequacy of Working Capital for Cleartronic

We estimate that we will need at least $864,000 to continue operations over the next 12 months.  We will apply great efforts to raise through equity or debt offerings what we feel is sufficient working capital for our intended business plan by various means.  If we are not able to raise additional capital, we will not be able to continue operations and our business may fail.

The Financial Results for Cleartronic May Be Affected by Factors Outside of Our Control

Our future operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are outside our control.  Our anticipated expense levels are based, in part, on our estimates of future revenues and may vary from projections.  We may be unable to adjust spending rapidly enough to compensate for any unexpected revenues shortfall.  Accordingly, any significant shortfall in revenues in relation to our planned expenditures would materially and adversely affect our business, operating results, and financial condition.  Further, we believe that period-to-period comparisons of our operating results are not necessarily a meaningful indication of future performance.

Employees

As of the date of this report, we have eight employees, Michael M. Moore, our Chief Executive Officer and Director, Larry M. Reid, our President, Chief Financial Officer, Principal Accounting Officer, Secretary, and  Director. James Concannon, Sales Director VoiceInterop, Inc., John Boteler, Enfineering Director VoiceInterop, Inc., John Ohl, Engineering Director ReadyOp communications, Inc., Gene Hubbard, Technical Assistant ReadyOp Communications, Inc,  Jennifer Ohl, Customer Service Manager, ReadyOp Communications, Inc. and Gabriel Saffold, Director Research and Development.

Transfer Agent

Our transfer agent is ClearTrust, LLC, whose address is 16540 Pointe Village Drive, Suite 206, Lutz, Florida 33558, and telephone number is (813) 235-4490.

Company Contact Information

8





Our principal executive offices are located at 8000 North Federal Highway, Suite 100, Boca Raton, Florida 33487, telephone (561) 939-3300.  Our email address is info@cleartronic.com.  The Cleartronic Internet website is located at www.cleartronic.com.  The information contained in our website shall not constitute part of this report.

Item 1A.

Risk Factors.

Not applicable.

Item1B.

Unresolved Staff Comments.

None.

Item 2.

Properties.

We lease approximately 1,700 square feet for our principal offices in Boca Raton, Florida, from an unaffiliated party at a monthly rental of approximately $3,500.  The lease expires on November 30, 2018.

Item 3.

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 our customers but recognizes the inevitability of legal action in todays business environment as an unfortunate price of conducting business.

Item 4.

(Removed and Reserved).

Not applicable.

PART II

Item 5.

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock has been traded on the OTCPINK since May 1, 2015, under the symbol CLRI.  Previously, the shares of our common stock were traded on the OTCQB from May 16, 2013 until May 1, 2015.

The following table sets forth, taking into consideration the one for 3,000 reverse split of our common stock which occurred on December 28, 2012, the high and low bid prices for our common stock on the OTCQB and OTCPINK as reported by various market makers.  The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.

|                           |  |         |         | 
|-------------------------- |  | ------- | ------- | 
|                           |  | High    | Low    
|Fiscal 2016 Quarter Ended: |  |         |         | 
|December 31, 2015          |  | $0.05   | $0.018  | 
|March 31, 2016             |  | $0.09   | $0.03   | 
|June 30, 2016              |  | $0.06   | $0.015  | 
|September 30, 2016         |  | $0.033  | $0.009  | 
|                           |  |         |         | 
|Fiscal 2017 Quarter Ended: |  |         |         | 
|December 31, 2016          |  | $0.05   | $0.0072 | 
|March 31, 2017             |  | $0.09   | $0.0485 | 
|June 30, 2017              |  | $0.06   | $0.0433 | 
|September 30, 2017         |  | $0.055  | $0.035  | 
|                           |  |         |         | 
|Fiscal 2018 Quarter Ended: |  |         |         | 
|December 31, 2017          |  | $0.0642 | $0.037  | 



9





As of December 29, 2017, we were authorized to issue 5,000,000,000 shares of our common stock, of which 203,899,190 shares were outstanding.  Our shares of common stock are held by approximately 200 stockholders of record.  The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers, and registered clearing agencies.  In addition to our authorized common stock, Cleartronic is authorized to issue 200,000,000 shares of preferred stock, par value $0.00001 per share, of which 6,800,776 shares are issued or outstanding.  There is no trading market for the shares of our preferred stock.

Dividends

We have not paid or declared any dividends on our common stock, nor do we anticipate paying any cash dividends or other distributions on our common stock in the foreseeable future.  Any future dividends will be declared at the discretion of our board of directors and will depend, among other things, on our earnings, if any, our financial requirements for future operations and growth, and other facts as our board of directors may then deem appropriate.  See Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, for a description of our preferred stock and dividend rights pertaining to the preferred stock.

The Company is obligated to pay dividends on its Series A Convertible Preferred Stock. Each Series A Preferred Holder is entitled to receive cumulative dividends at the rate of 8% of $1.00 per annum for each outstanding share of Series A Preferred then held by such Series A Preferred Holder, on a pro rata basis. As of September 30, 2017 and 2016, the cumulative arrearage of undeclared dividends totaled $44,949 and $6,656, respectively.

SecuritiesAuthorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information

|                                                           |                                                                                             |                                                                             |                                                                                                                                           
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------
|Plan category                                              | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
|                                                           | (a)                                                                                         | (b)                                                                         | (c)                                                                                                                                       
|Equity compensation plans approved by security holders     | -0-                                                                                         | -0-                                                                         | 75,000,000 (1)                                                                                                                            
|Equity compensation plans not approved by security holders | -0-                                                                                         | -0-                                                                         | 1,871,301 (2)                                                                                                                             
|Total                                                      | -0-                                                                                         | -0-                                                                         | 76,871,301                                                                                                                                

_____________

(1)

Includes shares available for future issuance under the Cleartronic 2011 Equity Incentive Plan.

(2)

Includes shares remaining for issuance under the 2009 Consultant Stock Plan.

Recent Sales of Unregistered Securities

On the dates specified below, we have issued unregistered securities to various creditors and investors.

·

In December 2015, a shareholder purchased 250,000 shares of common stock for $5,000 in cash.



·

In December 2015, two shareholders converted 7,280 shares of Series C Convertible Preferred stock into 36,400 shares of common stock.

·

During the year ended September 30, 2016, a Convertible Note holder converted a $10,000 in principal of a Convertible note into 847,458 shares of the Company's common stock.

·

During the year ended September 30, 2016, a shareholder converted $10,000 of a Note Payable into 500,000 shares of common stock.

·

During the year ended September 30, 2016 a Convertible Note holder converted a $25,000 Convertible note and $6,111 of accrued interest into 4,906,565 shares of common stock.

·

In November 2016, the Company sold 525,746 shares of Series A Convertible Preferred stock to a private investor and director for $262,873 in cash.

·

In November, 2016, the Board of Directors approved the Asset Purchase Agreement between the Company and Collabria LLC (Collabria). Under the terms of the Agreement, the Company acquired all of the intellectual property of Collabria, including



10



its ReadyOp command, control and communication platform trade named ReadyOp (the ReadyOp Platform). In addition, the Company acquired Collabrias customerbase (Collabria Client List). The Company assumed no liabilities of Collabria under this Agreement. The terms of the Agreement called for the Company to issue 3,000,000 (Three million) shares of restricted Series E Convertible Preferred stock to Collabria with a fair value of $292,240. Shares of the Series E Convertible Preferred have the following conversion rights and provisions: After a period of two (2) years following the date of issuance, each one (1) share of Series E Preferred shall be convertible into one hundred (100) shares of fully paid and non-assessable Common Stock at the sole option of the holder of Series E Preferred.



Our unregistered securities were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 506(c) of Regulation D promulgated under the Securities Act.  Each investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act.  Our securities were sold only to an accredited investor, as defined in the Securities Act, and after a thorough discussion.  Finally, our stock transfer agent has been instructed not to transfer any of such securities, unless such securities are registered for resale or there is an exemption with respect to their transfer.

All of the above described investors who received shares of our common stock or preferred stock were provided with access to our filings with the SEC, including the following:

·

The information contained in our annual report on Form 10-K under the Exchange Act.

·

The information contained in any reports or documents required to be filed by Cleartronic under sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

·

A brief description of the securities being offered, and any material changes in our affairs that were not disclosed in the documents furnished.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

There were no purchases of our equity securities by Cleartronic or any affiliated purchasers during any month within the fiscal year covered by this report.

Item 6.

Selected Financial Data.

Not applicable.

Managements Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

The following discussion reflects our plan of operation.  This discussion should be read in conjunction with the financial statements which are attached to this report.  This discussion contains forward-looking statements, including statements regarding our expected financial position, business and financing plans.  These statements involve risks and uncertainties.  Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly under the headings Special Note Regarding Forward-Looking Statements.

Unless the context otherwise suggests, we, our, us, and similar terms, as well as references to Cleartronic, all refer to Cleartronic, Inc. and our subsidiaries as of the date of this report.

Going Concern

On September 30, 2017, we had current assets of $163,437 and current liabilities of $842,653.  Our independent certified public accountants have stated in their report on our audited consolidated financial statements for the fiscal year end that there is a

11





substantial doubt about our ability to continue as a going concern.  In the absence of significant revenue and profits, we will be completely dependent on additional debt and equity financing.  If we are unable to raise needed funds on acceptable terms, we will not be able to execute our business plan, develop or enhance existing services, take advantage of future opportunities, if any, or respond to competitive pressures or unanticipated requirements.  If we do not obtain sufficient capital, we will not be able to continue operations.

As of September 30, 2017, Cleartronic had an accumulated deficit of $15,511,703, which included a net loss of $859,183 reported for the year ended September 30, 2017.  Also, during the year ended September 30, 2017, we used net cash of $241,062 for operating activities.  These factors raise substantial doubt about our ability to continue as a going concern.

While we are attempting to generate revenues, our cash position may not be significant enough to support our daily operations.  Management intends to raise additional funds by way of an offering of our debt or equity securities.  Management believes that the actions presently being taken to further implement our business plan and generate revenues provide the opportunity for Cleartronic to continue as a going concern.  While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, we may not be successful.  Our ability to continue as a going concern is dependent upon our capability to further implement our business plan and generate revenues.

Results of Operations

Year Ended September 30, 2017, Compared to Year Ended September 30, 2016.

Revenues.  Revenues decreased 3% to $526,319 in 2017, from $544,782 during 2016.  This decrease of approximately $18,463 was primarily due to revenue recognition policies whereby the Company must defer revenue recognized over the life of a subscription whereas in the past we were able to recognize 100% of revenue on date of sale. . Revenue from our other subsidiary, VoiceInterop, Inc., decreased  approximately 29% to $179,377.

Cost of Revenues and Gross Margins.  Cost of revenues decreased from $179,765 in 2016, to $173,645 in 2017.  Gross margins remained stable at  67% or $352,674 in 2017 and $365,017 in 2016.  The primary reason for the stability in gross margin was due to maintaining  cost of revenue expenses as they relate  to ReadyOp software subscriptions.

Operating Expenses.  Operating expenses increased approximately 46% in 2017, to $1,203,645 compared to $825,156 during 2016.  Operating expenses include selling expenses, administrative expenses, research and development costs and amortization and depreciation expense.  This increase was primarily due to the recognition of $164,571 in  additional selling expenses and $180,522 in additional administrative expense.

Selling Expenses.  Selling expenses increased approximately 109% from $149,935 in 2016, to $314,506 in 2017, primarily due to increased  travel expenses and salaries associated with sales and customer support.

Administrative Expenses. Administrative expenses increased approximately 67% from $267,917 in 2016, to $448,439 in 2017, primarily due to a increase in administrative and technical staff  combined with additional general office expense.

Research and Development Expenses.  Research and development expenses increased approximately 622% to $105,768  in 2017, from $14,636 in 2016, due to additional development expense related to a technology license agreement with the University of South Florida Research Foundation.

Amortization and Depreciation Expenses.  Amortization expense was $334,932 in 2017 and $139,668 in 2016. The amortization expense incurred in 2017 was primarily due to writing off   the expense associated with the Collabria licensing agreement and the amortization of associated with  the acquisition of the Collabria ReadyOp software platform and the Collabria client list.

Other Income and Other Expense. Interest and other expense decreased from $117,464 in 2016 to $8,212 in 2017. The decrease was primarily due to interest expense associated with two short term convertible notes entered into and fully converted and repaid in 2016. Other income of approximately $3,200 was associated with the collection fees earned by processing  accounts receivable for another organization.



12



Impairment Expense.  In March 2015, the Company amended its Licensing Agreement with Collabria, which will remain in effect for an initial term of five years unless either the Company or Collabria sooner terminates the agreement. The amendment reduces the royalty to be paid on a sale from 80% to 20%. As consideration for entering into the agreement and the reduction of the stated royalty, the Company issued Collabria 25,000,000 shares of restricted common stock valued at $.08 per share (Note 6). The Company amortizes this licensing agreement over its remaining life on a straight line basis.



The Company evaluates licensing rights for impairment when an event occurs or circumstances change such that it is reasonably possible that impairment may exist. As of September 30, 2016, management determined that sales of ReadyOp products had failed to meet the projected revenue targets and that the carrying value of the license agreement exceeded the fair value. Accordingly management revised the estimate of undiscounted future cash flows expected to be generated by the licensing agreement and incurred an impairment loss of $253,000 for the year ended September 30, 2016.



The company recorded $334,932 and $139,668 in amortization expense for the years ended September 30, 2017 and 2016, respectively. The increase was primarily due to the write off in the amount of $240,332 on a licensing agreement with Collabria LLC in the year ended September 30, 2017.



Net Loss.  Net losses were $859,183 and $574,317 for 2017 and 2016, respectively.

Liquidity and Capital Resources

Cash and cash equivalents increased by $22,891 during the fiscal year ended September 30, 2017, to $25,994.  Net cash used in operating activities for the fiscal year ended September 30, 2017, was $241,062 as compared to $49,063 for the fiscal year ended September 30, 2016, due primarily to the increase in deferred revenue and the write off of the licensing agreement with Collabria.   We funded our operating activities during the most recent fiscal year through financing activities that generated net proceeds of approximately $263,953.

At September 30, 2017, our total liabilities were $1,025,009, which included $456,734 in accounts payable, $25,345 in accrued expenses, $134,087 in notes payable stockholders, and $386,087 in deferred revenue.

Based on our VoiceInterop business and the acquisition of the ReadyOp software platform and the Collabria client list we have developed a business plan.  The business plan calls for us to continue to market and sell unified communications hardware and software directly to enterprise customers.  We intend to market the ReadyOpTM software through commissioned sales representatives.  We believe these sales will increase the sales of the AudioMate 360 IP Gateway

We believe that in order to fund our business plan, we will need approximately $750,000 in new equity or debt capital.  In the past, in addition to revenues and deferred revenues, we have obtained funds from the private sale of our debt and equity securities.  We have also had discussions with several securities broker-dealers with respect to a private or public offering of our securities.  Although none of such discussions has resulted in any funding, we intend to continue to have such discussions in the future.  We also intend to continue to seek private financing from certain of our existing stockholders and others.

Our current operating expenses are approximately $72,000 per month.  In order for us to cover our monthly operating expenses, we must generate approximately $115,000 per month in revenue.  Accordingly, in the absence of sufficient revenues, we must raise $72,000 in equity or debt capital each month to cover our overhead expenses.  In order to remain in business for one year without any revenues, we must secure $864,000 in equity or debt capital.  If we are unsuccessful in securing sufficient capital or revenues, we will be unable to continue our business activities.

Investing Activities

Net cash used in investing activities was $0 for both fiscal years ended September 30, 2017, and 2016.

Financing Activities

·

In November 2015, we issued an 8% promissory note to a shareholder and director for $50,000.



13



·

In November 2015, we paid $33,000 in principal and $14,974.69 in accrued interest to a convertible note holder.

·

In November 2015, a Convertible Note holder converted a $10,000 in principal of a Convertible note into 847,458 shares of the Company's common stock.

·

In December 2015, we issued 250,000 shares of common stock to one investor for $5,000 cash.

·

In December 2015, we issued a 10% convertible note to an investor for $25,000 cash.

·

In June, 2016, a shareholder and director converted $10,000 of a note payable into 500,000 shares of common stock.

·

In June, August and September 2016, a convertible note holder converted $25,000 in principal and $6,111 in accrued interest into 4,906,565 shares of common stock.

·

In November 2016, the Company sold 525,746 shares of Series A Convertible Preferred stock to a private investor and director for $262,873 in cash.

·

In November 2016, the Company cancelled its Licensing Agreement with Collabria LLC of Tampa, Florida (Collabria) and acquired all of the intellectual property related to Collabrias command and control software, trade-named ReadyOp. In addition the Company acquired Collabrias client list. In exchange for these assets the Company issued Collabria 3,000,000 shares of the Companys restricted Series E Convertible Preferred stock with a fair value of $292,240. The Company assumed none of Collabrias liabilities.

·

In September 2017, we issued an 8%  promissory note to a shareholder and director for $35,000.

·

In the year ended September 30, 2017, the Company repaid $33,920 of principal of notes payable to shareholders.



Cash from Financing Activities

Net cash provided by financing activities was $263,953 during fiscal 2017.  This included $262,873 from proceeds from the issuance of shares of our Convertible Preferred  stock, $35,000 from the issuance of note payable to a stockholder, and the repayment $33,920 of notes payable to shareholders.  Net cash provided by financing activities was approximately $46,010 during fiscal year 2016. This included proceeds from the issuance of shares, proceeds from convertible notes and repayment of convertible note payable.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.  Preparing financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenue, and expenses.  These estimates and assumptions are affected by managements application of accounting policies.  Critical accounting policies include revenue recognition and impairment of long-lived assets.

Revenue Recognition and Deferred Revenues.Unified group communication solutions consist of three elements to be provided to customers: software licenses and equipment purchased from third-party vendors, proprietary hardware that is manufactured on contract to required specifications and installation and integration of the hardware and software into the cohesive communication source.



The Company's revenue recognition policies are in accordance with Accounting Standards Codification 605-10 Revenue Recognition (ASC 605-10). Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the contract price is fixed or determinable, and collectability is reasonably assured. No right of return privileges are granted to customers after shipment. The Company recognizes revenue for the elements separately as the sales of the equipment and software, installation and integration, and support services represent separate earnings processes that are generally specified under separate agreements.



14





Revenue from the resale of equipment utilized in unified group communication solutions is recognized when shipped. For software licenses, the Company does not provide any services that are considered essential to the functionality of the software, and therefore revenue is recognized upon delivery of the software, provided (1) there is evidence of an arrangement, (2) collection of the fee is considered probable and (3) the fee is fixed and determinable.



The Company also provides support to customers under separate contracts varying from one to five years. The Companys obligations under its service contracts vary by the length of the contract. In all cases the Company is the primary obligor to provide first level support to the client. If the contract has less than one year of service and support remaining on the contract, it is classified as a current liability; if longer, it is classified as a non-current liability.



Installation and integration services are recognized upon completion.



Inventory.Inventory consists of 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 and no reserve for obsolescence was carried for the years ended September 30, 2017 and 2016.



Derivative InstrumentsThe Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification and paragraph 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Statement of Operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.



In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.



The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. As of September 30, 2017 and 2016 there were no derivative liabilities.



Stock-Based Compensation

Effective January 1, 2006, the Company adopted the fair value recognition provisions of Accounting Standards Codification 718-10 Compensation (ASC 718-10) using the modified retrospective transition method. ASC 718-10 (formerly SFAS 123R) requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service periods. The Company has estimated the fair value of each award as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of the Company's stock price. In March 2005, the SEC issued SAB No. 107, Share-Based Payment ("SAB 107"), which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10.



The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (FASB ASC Section 505-50-30).  Pursuant to FASB ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.



15





Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessees obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessees right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.



In April 2016, the FASB issued ASU 201610 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing  .The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entitys promise to grant a license provides a customer with either a right to use the entitys intellectual property (which is satisfied at a point in time) or a right to access the entitys intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.



Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Subsequent Events

In October 2017, the Company issued two unsecured 8% promissory notes to a shareholder and director in the amount of $15,000 each. The notes mature December 31, 2018.

In October 2017, the Company repaid $7,891 in principal of a note payable to shareholder.



Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8.

Financial Statements and Supplementary Data.

The financial statements and related notes are included as part of this report as indexed in the appendix on page F-1, et seq.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On September 19, 2016, a majority of the directors of Cleartronic Inc. engaged Liggett and Webb (Liggett) PA as its independent registered public accounting firm which was reported in the Companys 8-K report filed with the SEC on September 21, 2016.

Item 9A.

Controls and Procedures.

See Item 9A(T) below.

Item 9A(T).

Controls and Procedures.

Evaluation of Disclosure and Controls and Procedures.  We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness



16



of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a  15(c) and 15d  15(e)).  Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period ended September 30, 2017, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our Chief Executive and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a, et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Managements Annual Report on Internal Control over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.  Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

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

·

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

·

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

·

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

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2017.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control-Integrated Framework. Based upon that assessment, management concluded that, as of September 30, 2017, the Company did not maintain effective internal controls over financial reporting.

Changes in Internal Control Over Financial Reporting.  There have been no changes in the registrants internal control over financial reporting through the date of this report or during the period ended September 30, 2017, that materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.

Management identified the following material weaknesses as of September 30, 2017 in the Company's internal control over financial reporting:

·

Insufficient Accounting Personnel and Infrastructure. Management did not maintain a sufficient complement of accounting personnel with appropriate knowledge, experience, and training, which resulted in inadequate segregation of duties within our internal control systems and delays in performing certain reviews. Management noted that the Company's computer systems are often running on older versions of accounting software with limited functionality that hindered our ability to automate controls. The insufficient accounting infrastructure resulted in deficiencies in the design and operating effectiveness over financial reporting that are considered a material weakness because they could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews at a level of precision necessary to identify a material error.

17



Changes in Internal Control Over Financial Reporting.  There have been no changes in the registrants internal control over financial reporting through the date of this report or during the period ended September 30, 2017, that materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting.

Independent Registered Accountants Internal Control Attestation.  This report does not include an attestation report of the registrants registered public accounting firm regarding internal control over financial reporting.  Managements report was not subject to attestation by the registrants registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only managements report in this report.

Remediation plans for material weaknesses over internal controls.  Our plans to mitigate material weaknesses in disclosure controls and procedures


to adopt a formal travel and expense policy which will


provide for approval of travel expenses by independent parties. For example, the Chairman of

our Company


will approve the travel and other expenses of our CEO. The CEO and CFO will approve the expenses of other employees and consultants. Therefore, we will have adequate controls and segregation of duties over the approval of all expenses reimbursed to employees and consultants.

Item 9B.

Other Information.

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

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

|                  |     |                                                            |               
|----------------- | --- | ---------------------------------------------------------- | --------------
|Name              | Age | Position                                                   | Director Since
|Richard J. Martin | 59  | Chairman and Director                                      | 2016          
|Michael M. Moore  | 64  | Chief Executive Officer and Director                       | 2015          
|Larry M. Reid     | 73  | President, Chief Financial Officer, Secretary and Director | 1999          

The members of our board of directors are subject to change from time to time by the vote of the stockholders at special or annual meetings to elect directors.  Our current board of directors consists of threer directors, who have expertise in the business of Cleartronic.  Upon receipt of sufficient funds either from revenues or through receipt of funds from debt or sales of our common stock and preferred stock, we intend to seek directors and officers who would be able to assist in the execution of our business plan.

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

Whenever the holders of any class or classes of stock or any series thereof are entitled to elect one or more directors pursuant to any resolution or resolutions of the board, vacancies and newly created directorships of such class or classes or series thereof may generally be filled by a majority of the directors elected by such class or classes or series then in office, by a sole remaining director so elected or by the unanimous written consent or the affirmative vote of a majority of the outstanding shares of such class or classes or series entitled to elect such director or directors.  Officers are elected annually by the directors.  There are no family relationships among our directors and officers.

We may employ additional management personnel, as our board of directors deems necessary.  Cleartronic has not identified or reached an agreement or understanding with any other individuals to serve in management positions, but does not anticipate any problem in employing qualified staff.

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

Richard J. Martin currently serves as Chairman and Director of Cleartronic, Inc. Prior to joining the Cleartronic team, Martin served as CEO of SMARTLogix, Inc., a petroleum logistics technology company which he founded in 2000. With Martin at the



18



helm for 15 years, SMARTLogix was positioned as the dominant player in the market and was acquired by a private equity firm in 2015. Graduating with an Engineering degree from The University of Buffalos School of Engineering, Martin was immediately recruited by Exxon to join their Management Development Program where he quickly rose through the ranks. Following a considerable tenure at Exxon, he leaped into entrepreneurship by purchasing a small Exxon distributorship in the Carolinas. As a result of his capable management, Culp Petroleum was transformed into a large southeast regional distribution company. While at Culp, Martin developed and implemented several disruptive technologies that have since become industry standards. Martin sold the petroleum business in 2005 and focused his efforts on his technology ventures including the SMARTank division of SMARTLogix. SMARTank grew substantially and the technology was later sold to a public company in 2011. A proven leader in building companies and incorporating innovations, as well as a current member of several boards driving technology and growth, Martin will prove instrumental in guiding Cleartronics future.

Michael M. Moore is currently Chief Executive Officer and a Director of Cleartronic, Inc. He was founder and CEO of Collabria, LLC, a private software development company. Prior to founding Collabria in 2008, Moore for 13 years was CEO of DTNet Group and for seven years served as CEO of Payroll Transfers, Inc. He also was an assistant vice president with both Kidder Peabody and Merrill Lynch. Mr. Moore is an honors graduate of the United States Air Force Academy and served as an Air Force fighter pilot for eight years, flying F-4 and F-16 fighter jets. He is also one of six entrepreneurs profiled in the book; Daring Visionaries, How Entrepreneurs Build Companies, Inspire Allegiance, and Create Wealth.



Larry Reid is the founder of Cleartronic and a co-founder of VoiceInterop. With over thirty years of executive management experience including sales and marketing, operations management, and financial management, from 2001 to 2005 Mr. Reid served as CFO and director of Connectivity, Inc., a manufacturer and distributor of emergency call boxes. He was instrumental in Connectivity's acquisition by CNE Group, Inc., (an American Stock Exchange listed company) and served as Executive Vice President and Director of CNE from 2003 to 2005. Mr. Reid has broad experience in venture start-ups, raising capital, building organizational synergies, creating and developing joint ventures and strategic partnerships, opening new markets, and driving key business initiatives. Early in his professional career in corporate financial management, Mr. Reid was responsible for raising more than $5 million in start-up capital for Ocurest Laboratories, Inc., a company he co-founded to package and distribute over-the-counter eye drops in a new (patented) eye drop dispenser. He forged Ocurest's successful IPO in 1996 and helped lead the company's achieving an estimated 80% market penetration of optical supply retail outlets in the United States.



Committees of the Board

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

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

Communication with Directors

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

Our board has approved a process for handling letters received by us and addressed to any of our directors.  Under that process, the Secretary reviews all such correspondence and regularly forwards to the directors a summary of all such correspondence, together with copies of all such correspondence that, in the opinion of the Secretary, deal with functions of the board or committees thereof or that he otherwise determines requires their attention.  Directors may at any time review a log of all correspondence received by us that are addressed to members of the board and request copies of such correspondence.

19





Conflicts of Interest

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

Code of Ethics for Senior Executive Officers and Senior Financial Officers

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

Item 11.

Executive Compensation.

Summary of Cash and Certain Other Compensation

At present, Cleartronic has two one executive officers, Michael M. Moore and Larry M. Reid.  We executed an Employment Agreement with Mr. Reid on March 13, 2015.  The Employment Agreement replaces our previously executed Employment Agreement with Mr. Reid.  Pursuant to the Employment Agreement (the Agreement), Cleartronic and Mr. Reid agreed that for a one year period beginning on March 13, 2015, we employed Mr. Reid to perform services for us both on and offsite.  The last day of the one year period shall be the Termination Date for purposes of the Agreement.  Termination of the agreement can be made by either party without penalty upon 10 days written notice.

Unless Cleartronic shall have given Mr. Reid written notice at least 30 days prior to the Termination Date, the Agreement shall automatically renew and continue in effect for additional one-year periods (and all provisions of this anniversary from such original Termination Date shall thereafter be designated as the Termination Date for all purposes under the Agreement, provided, however, that we may, at our election at any time after the expiration of the initial term of the Agreement, give Mr. Reid notice of Termination, in which event he shall continue to receive, as severance pay, six months of his base salary, if any, or the amount due through the next Termination Date, whichever is less.  Mr. Reid may terminate the Agreement without severance pay upon 10 days written notice to the Company. Under the Agreement, Mr. Reid agreed that he shall carry out the strategic plans and policies as established by our business plan.  Mr. Reid will advise us from time to time on organization, hiring, mergers, and execution of our business plan.

Mr. Reid is paid  a base salary of $8,000 per month.  In addition, Mr. Reid agreed to cancel 2,000,000,000 shares of common stock previously issued to him for conversion of Series C Preferred stock. As additional consideration for the cancellation of the common shares the Company agreed to issue Mr. Reid 200,000 shares of Series C Preferred stock.

Michael M. Moore is the Chief Executive Officer of the Company.  We executed an Employment Agreement with Mr. Moore on November 28, 2016. Pursuant to the Employment Agreement (the Agreement), Cleartronic and Mr. Reid agreed that for a one year period beginning on November 28, 2016, we employed Mr. Reid to perform services for us both on and offsite.  The last day of the one year period shall be the Termination Date for purposes of the Agreement.  Termination of the agreement can be made by either party without penalty upon 10 days written notice. Mr. Moore is paid a base salary of $16,667 per month.

Unless Cleartronic shall have given Mr. Moore written notice at least 30 days prior to the Termination Date, the Agreement shall automatically renew and continue in effect for additional one-year periods (and all provisions of this anniversary from such original Termination Date shall thereafter be designated as the Termination Date for all purposes under the Agreement, provided, however, that we may, at our election at any time after the expiration of the initial term of the Agreement, give Mr. Moore notice of Termination, in which event he shall continue to receive, as severance pay, six months of his base salary, if any, or the amount due through the next Termination Date, whichever is less.  Mr. Moore may terminate the Agreement without severance pay upon 10 days written notice to the Company. Under the Agreement, Mr. Moore agreed that he shall carry out the strategic plans and policies as established by our business plan.  Mr. Moore will advise us from time to time on organization, hiring, mergers, and execution of our business plan.

Summary Compensation Table

20





The following table sets forth, for our named executive officers for the two completed fiscal years ended September 30, 2017, and 2016:

|                           |      |           |           |                  |                   |                                            |                                                 |                            |          
|-------------------------- | ---- | --------- | --------- | ---------------- | ----------------- | ------------------------------------------ | ----------------------------------------------- | -------------------------- | ---------
|Name andPrincipal Position | Year | Salary($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified
deferred
compensation
earnings
($) | All Other Compensation ($) | Total ($)
|Larry M. Reid (1)          | 2016 | 96,000    | -0-       | -0-              | -0-               | -0-                                        | -0-                                             | -0-                        | 96,000   
|                           | 2017 | 96,000    | -0-       | -0-              | -0-               | -0-                                        | -0-                                             | -0-                        | 96,000   
|Michael  Moore(2)          | 2016 | -0-       | -0-       | -0-              | -0-               | -0-                                        | -0-                                             | -0-                        | -0-      
|                           | 2017 | 169,000   | -0-       | -0-              | -0-               | -0-                                        | -0-                                             | -0-                        | 169,000  

__________

(1)

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

(2)

Mr. Moore is our CEO and a director.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information for each of our named executive officers as of the end of our last completed fiscal year, September 30, 2017:

|                  |                                                                     |                                                                       |                                                                                                |                           |                        |                                                         |                                                               |                                                                                                     |                                                                                                                       
|----------------- | ------------------------------------------------------------------- | --------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------- | ---------------------- | ------------------------------------------------------- | ------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------
|                  | Option Awards                                                       | Stock Awards                                                         
|Name              | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have NotVested ($)
|Larry M. Reid (1) | -0-                                                                 | -0-                                                                   | -0-                                                                                            | -0-                       | -0-                    | -0-                                                     | -0-                                                           | -0-                                                                                                 | -0-                                                                                                                   
|Michael Moore (2) | -0-                                                                 | -0-                                                                   | -0-                                                                                            | 0-0                       | -0-                    | -0-                                                     | -0-                                                           | -0-                                                                                                 | -0-                                                                                                                   

__________

(1)

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

(2)

Mr. Moore is our CEO and a director.

Employment Agreements

See Summary of Cash and Certain Other Compensation, above.

Director Compensation

See Summary of Cash and Certain Other Compensation, above.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table presents information regarding the beneficial ownership of all shares of our common stock and preferred stock as of the date of this report by:

·

Each person who owns beneficially more than five percent of the outstanding shares of our common stock;

·

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

·

Each director;

·

Each named executive officer; and

21





·

All directors and officers as a group.

|                                                                               |                                               |                                                  |           |        
|------------------------------------------------------------------------------ | --------------------------------------------- | ------------------------------------------------ | --------- | -------
|                                                                               | Shares of Common Stock Beneficially Owned (2) | Shares of Preferred Stock Beneficially Owned (2)
|Name of Beneficial Owner (1)                                                   | Number                                        | Percent                                          | Number    | Percent
|Larry M. Reid (3)                                                              | 5,016,325                                     | 2.46%                                            | 277,586   | 4.08%  
|Marc Moore                                                                     | 12,500,000                                    | 6.13%                                            | -0-       | -0-    
|Richard J. Martin                                                              | -0-                                           | -0-                                              | 525,746   | 7.73%  
|Michael M. Moore (4)                                                           | 35,000,000                                    | 17.17%                                           | 3,000,000 | 44.11% 
|Collabria, LLC (5)
  1211 N. Westshore Blvd., Suite 401
  Tampa, Florida 33607 | 25,000,000                                    | 12.26%                                           | -0-       | -0-    
|All directors and officers as a group (one person) (6)                         | 52,516,325                                    | 25.76%                                           | 3,803,332 | 55.92% 

________

(1)

Unless otherwise indicated, the address for each of these stockholders is c/o Cleartronic, Inc., at 8000 North Federal Highway, Suite 100, Boca Raton, Florida 33487.  Also, unless otherwise indicated, each person named in the table above has the sole voting and investment power with respect to our shares of common stock or preferred stock which he beneficially owns.

(2)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.  As of the date of this report, we have 5,000,000,000 authorized shares of common stock, par value $0.00001 per share, of which 203,899,190 shares were issued and outstanding.  As of the date of this report, we have 200,000,000 authorized shares of preferred stock, par value $0.00001 per share, of which 6,800,776 shares were issued and outstanding.  Mr. Reid owns one share of our Series B Preferred Stock and 277,585 shares of our Series C Preferred Stock.  See below for a description of our preferred stock and voting rights. Mr. Martin owns 525,746 shares of our Series A Preferred stock-Mr. Michael Moore owns 3,000,000 shares of our Series E Preferred Stock.

(3)

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

(4)

Mr. Michael Moore is our chief executive officer.  Mr. Michael Moore's shares of common stock includes 25,000,000 held by Collabria, LLC.  See note (5) below.

(5)

Collabria, LLC is an entity for which Mr. Michael Moore serves as the manager and has voting and dispositive power over such shares.  Collabria, LLC's address is 1211 N. Westshore Blvd, Suite 401, Tampa, Florida 33607.

(6)

The number of total shares of common stock beneficially owned by "All directors and officers as a group" includes Mr. Michael Moore's beneficial ownership of the 25,000,000 held by Collabria, LLC.  See note (5) above

As a result of the stock ownership by Mr. Reid, he is able to influence all matters requiring stockholder approval including the election of directors, merger or consolidation.  This concentration of ownership may delay, deter or prevent acts that would result in a change of control, which in turn could reduce the market price of our common stock.

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

·

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

·

With respect to the election of directors or other matters.

Preferred Stock

As of the date of this report, we have 200,000,000 authorized shares of preferred stock, par value $0.00001 per share, of which 6,800,776 shares were issued and outstanding.  There are currently four series of preferred stock designated as follows:

·

1,250,000 shares have been designated as Series A Preferred Stock, 566,496 of which are issued and outstanding;

·

10 shares have been designated as Series B Preferred Stock, one of which is issued and outstanding;

·

50,000,000 shares have been designated as Series C Preferred Stock, 2,563,375 of which are issued and outstanding

·

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

·

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

Pursuant to our Articles of Incorporation establishing our preferred stock:

·

A holder of shares of the Series A Preferred Stock is entitled to the number of votes equal to the number of shares of the Series A Preferred Stock held by such holder multiplied by one on all matters submitted to a vote of our stockholders.  Each one share of our Series A Preferred Stock shall be convertible into 100 shares of our common stock.  Each holder of Series A Preferred Stock is entitled to receive cumulative dividends at the rate of 8% of $0.50 per annum on each outstanding share of Series A Preferred Stock then held by such holder, on a pro rata basis.



22



·

A holder of shares of the Series B Preferred Stock is entitled one vote per share on all matters submitted to a vote of our stockholders.  If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have voting rights equal to two times the sum of the total number of shares of our common stock which are issued and outstanding at the time of voting, plus the total number of shares of any shares of our preferred stock which are issued and outstanding at the time of voting.  A holder of shares of the Series B Preferred Stock shall have no conversion rights or rights to dividends.

·

A holder of shares of the Series C Preferred Stock is entitled to the number of votes equal to the number of shares of the Series C Preferred Stock held by such holder multiplied by 10 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 of 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 10 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 EPreferred Stock shall be convertible into one hundred of shares of our common stock.

Item 13.

Certain Relationships and Related Transactions and Director Independence.

See Summary of Cash and Certain Other Compensation, above.

Item 14.

Principal Accounting Fees and Services.

Audit Fees

The aggregate fees billed by Liggett & Webb P A for professional services rendered for the audit of our annual financial statements for the fiscal years ended September 30, 2017 and 2016 were $26,000 and $26,200, respectively.

Audit Related Fees

The aggregate audit-related fees billed by Liggett & Webb PA  for  professional services rendered for the audit of our annual financial statements for the fiscal years ended September 30, 2017 and 2016 was $ 0 and $ 0, respectively.

Tax Fees

The aggregate tax fees billed by Liggett & Webb PA professional services rendered for tax services for the fiscal years ended September 30, 2017 and 2016 was $1,200 and $1,200, respectively.

All Other Fees

There were no other fees billed by Liggett & Webb PA  for professional services rendered during the fiscal years ended September 30, 2017 and 2016, other than as stated under the captions Audit Fees, Audit-Related Fees, and Tax Fees.

23





PART IV

Item 15.

Exhibits, Financial Statement Schedules.

(a)

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

(b)

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

(c)

The following exhibits are attached to this report:

|            |                                                                                                                                                                                                                                              
|----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. | Identification of Exhibit                                                                                                                                                                                                                    
|3.1**       | Articles of Incorporation, filed as exhibit 3.01 to the registrants registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.                                                                                 
|3.2**       | Articles of Amendment to Articles of Incorporation filed March 12, 2001, filed as exhibit 3.02 to the registrants registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.                                   
|3.3**       | Articles of Amendment to Articles of Incorporation filed October 4, 2004, filed as exhibit 3.03 to the registrants registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.                                  
|3.4**       | Articles of Amendment to Articles of Incorporation filed March 31, 2005, filed as exhibit 3.04 to the registrants registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.                                   
|3.5**       | Articles of Amendment to Articles of Incorporation filed May 9, 2008, filed as exhibit 3.02 to the registrants registration statement on Form S-1 on May 28, 2008, Commission File Number 333-135585.                                       
|3.6**       | Articles of Amendment to Articles of Incorporation filed June 28, 2010, filed as exhibit 3.7 to the registrants Form 10-Q on February 14, 2011, Commission File Number 333-135585.                                                          
|3.7**       | Articles of Amendment to Articles of Incorporation filed May 6, 2011, filed as exhibit 3.1 to the registrants Form 8-K on May 6, 2011, Commission File Number 333-135585.                                                                   
|3.8**       | Articles of Amendment to Articles of Incorporation filed April 19, 2012, filed as exhibit 3.09 to the registrants Form 10-Q on May 14, 2012, Commission File Number 333-135585.                                                             
|3.9**       | Articles of Amendment to Articles of Incorporation filed September 7, 2012, filed as exhibit 3.1 to the registrants Form 8-K on September 7, 2012, Commission File Number 333-135585.                                                       
|3.10**      | Articles of Amendment to Articles of Incorporation filed September 19, 2012, filed as exhibit 3.1 to the registrants Form 8-K on September 19, 2012, Commission File Number 333-135585.                                                     
|3.11**      | Articles of Amendment to Articles of Incorporation filed October 5, 2012, filed as exhibit 3.1 to the registrants Form 8-K on October 5, 2012, Commission File Number 333-135585.                                                           
|3.12**      | Articles of Amendment to Articles of Incorporation filed December 28, 2013, filed as exhibit 3.12 to the registrants Form 8-K on January 14, 2014, Commission File Number 333-135585.                                                       
|3.13**      | Bylaws, filed as exhibit 3.05 to the registrants registration statement on Form SB-2 on July 3, 2006, Commission File Number 333-135585.                                                                                                    
|3.14**      | Amended and Restated Bylaws, filed as exhibit 3.1 to the registrants Form 8-K on July 26, 2010, Commission File Number 333-135585.                                                                                                          
|10.1**      | Convertible Promissory Note dated November 15, 2011, in the original principal amount of $60,000 issued to Asher Enterprises, Inc., filed as exhibit 10.1 to the registrants Form 10-Q on May 14, 2012, Commission File Number 333-135585.  
|10.2**      | Convertible Promissory Note dated January 19, 2012, in the original principal amount of $37,500 issued to Asher Enterprises, Inc., filed as exhibit 10.2 to the registrants Form 10-Q on May 14, 2012, Commission File Number 333-135585.   
|10.3**      | Promissory Note dated June 26, 2012, in the original principal amount of $10,000 issued to Dominic Albi, filed as exhibit 10.3 to the registrants Form 10-Q on August 20, 2012, Commission File Number 333-135585.                          
|10.4**      | Convertible Promissory Note dated August 22, 2012, in the original principal amount of $37,500 issued to Asher Enterprises, Inc., filed as exhibit 4.12 to the registrants Form 10-K on January 14, 2013, Commission File Number 333-135585.

24



|        |                                                                                                                                                                                                                                                                                                              
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.5**  | Amendment to Consulting Services Agreement dated October 1, 2008, between Larry M. Reid and the registrant, filed as exhibit 10.7 to the registrants Form 10-K on December 30, 2011, Commission File Number 333-135585.                                                                                     
|10.6**  | 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.                                                                                                             
|10.7**  | Software License Agreement dated August 15, 2014, between Collabria LLC and the registrant, filed as exhibit 10.11 to the registrants Form 8-K on August 20, 2014 Commission File Number 333-135585.                                                                                                        
|10.8**  | Securities Purchase Agreement dated December 1, 2014, between the registrant and KBM Worldwide, Inc. in connection with the issuance of an 8% convertible promissory note in the amount of $38,000, filed as Exhibit 10.8 to the registrants Form 10-K on January 13, 2015, Commission File Number 000-55329
|10.9**  | Convertible Promissory Note dated December 1, 2014, in the original principal amount of $38,000 issued to KBM Worldwide, Inc. filed as exhibit 10.9 to the registrants Form 10-K on January 13, 2015, Commission File Number 000-55329.                                                                     
|10.10** | 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                                                                                                       
|10.11** | 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                                                                                                                 
|10.12** | Amended Software License Agreement dated March 31, 2015, between Collabria LLC and the registrant, filed as exhibit 10.4 to the registrants Form 8-K on April 10, 2015, Commission File Number 000-55329                                                                                                    
|10.13** | 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                                
|10.14** | 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                                
|10.15** | 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                                
|10.16** | Convertible Promissory Note dated May 7, 2015 in the original amount of $43,000 issued to Vis Vires Group Inc. filed as exhibit 10.16 to the registrant's Form 10-K on January 13, 2016, Commission File 000-55329.                                                                                          
|10.17** | Securities Purchase Agreement dated May 7, 2015 between the registrant and Vis Vires Group Inc. in connection with the Convertible Promissory Note issued on even date filed as exhibit 10.17 to the registrant's Form 10-K on January 13, 2016, Commission File 000-55329.                                  
|10.18** | 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. .                                                                                                   
|10.19** | Convertible Promissory Note dated December 7, 2015 for an amount up to $150,000 issued to JMJ Financial


filed as exhibit 10.19 to the registrant’s Form 10-K on January 13, 2016, Commission File 000-55329.                                                                                               
|10.20** | 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.                                                                                                                                             
|10.21** | Employment Agreement dated November 28, 2016 between the registrant and Mr. Moore.                                                                                                                                                                                                                           
|31.1*   | Amended 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*   | Amended 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*   | Amended Certification of both Michael M. Moore, Chief Executive Officer  and Larry M. Reid, Chief Financial Officer and Principal Accounting Officer of Cleartronic, Inc., of Cleartronic, Inc., pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.                 
|101**   | XBRL Internactive Data Tags (Previously filed on Form 10-K on 01-16-2018)                                                                                                                                                                                                                                    

____________

*

Filed herewith.

**

Previously filed.

25





SIGNATURES

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

CLEARTRONIC, INC.

Date: May 4, 2017                                                                        By:/s/ Michael M. Moore

Michael M. Moore, Chief Executive Officer



By: /s/ Larry M. Reid

Larry M. Reid, Chief Financial Officer and

Principal Accounting Officer



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

|                                                                               |  |                                                                                         |  |                              
|------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------- |  | -----------------------------
|Signature
/s/ Michael M. Moore
Michael M. Moore
/s/Larry M. Reid
Larry M. Reid |  | Title
  ChiefExecutive Officer

Chief Financial Officer and Principal Accouting Officer |  | Date
May 4, 2018

May 4, 2018
|                                                                               |  |                                                                                         |  |                              

26  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors of: Cleartronic, Inc.  We have audited the accompanying consolidated balance sheets of Cleartronic, Inc. and Subsidiaries (theCompany) as of September 30, 2017 and 2016 and the related consolidated statements of operations, changes in stockholders deficit and cash flows for the year then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.  In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the financial position of Cleartronic, Inc. and Subsidiaries as of September 30, 2017 and 2016 and the results of its operations and its cash flows for the years ended September 30, 2017 and 2016 in conformity with accounting principles generally accepted in the United States of America.  The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a net loss of approximately $860,000, a working capital deficit of approximately $679,000, and an accumulated deficit of approximately $15,500,000. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  /s/ Liggett & Webb, P.A.  LIGGETT & WEBB, P.A. Certified Public Accountants Boynton Beach, Florida January 16, 2018 F-1


CLEARTRONIC, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSSEPTEMBER 30, 2017 AND 2016ASSETS20172016Current assets:Cash$       25,994$         3,103Accounts receivable, net96,49524,000Inventory30,2599,585Prepaid expenses and other current assets10,68916,115Total current assets163,43752,803Other assets:Other assets8,6568,656Licensing agreement (net of amortization)-240,332ReadyOp software platform (net of amortization)141,270-ReadyOp customer list (net of amortization)56,370-Total other assets206,296248,988Total assets$      369,733$      301,791LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payable$      456,734$      434,360Accrued expenses25,34535,437Deferred revenue, current portion321,32047,562Notes payable - stockholders, current portion16,498-Customer deposits22,756-Total current liabilities842,653517,359Long Term LiabilitiesDeferred revenue, net of current portion64,7672,962Notes payable - stockholders, net of current portion117,589132,676Total long term liabilities182,356135,638Total liabilities1,025,009652,997Commitments and Contingencies (See Note 9)Stockholders'  deficit:Series A preferred stock - $.00001 par value; 1,250,000 shares authorized,566,496 and 40,750 shares issued and outstanding, respectively.6-Series B preferred stock - $.00001 par value; 10 shares authorized,1 share issued and outstanding--Series C preferred stock - $.00001 par value; 50,000,000 shares authorized,2,563,375 and 2,563,575 shares issued and outstanding, respectively2626Series D preferred stock - $.00001 par value; 10,000,000 shares authorized,670,904 and 670,904 shares issued and outstanding, respectively.77Series E preferred stock - $.00001 par value, 10,000,000 shares authorized,3,000,000 and no share issued and outstanding, respectively.30-Common stock - $.00001 par value; 5,000,000,000 shares authorized,203,899,190 and 203,899,190 shares issued and outstanding, respectively2,0392,039Additional paid-in capital14,854,31914,299,242Accumulated Deficit(15,511,703)(14,652,520)Total stockholders' deficit(655,276)(351,206)Total liabilities and stockholders' deficit$      369,733$      301,791


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






CLEARTRONIC, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED SEPTEMBER 30, 2017 AND 201620172016Revenue$     526,319$     544,782Cost of revenue173,645179,765Gross profit352,674365,017Operating expenses:Selling expenses314,506149,935Administrative expenses448,439267,917Research and development105,76814,636Amortization and depreciation334,932139,668Impairment of licensing agreement-253,000Total operating expenses1,203,645825,156Loss from operations(850,971)(460,139)Other Income (Expense)Other income3,202-Interest and other expenses(11,414)(83,816)Change in fair value of derivative liability-(30,362)Total Other Income (Expense)(8,212)(114,178)Net loss$   (859,183)$     (574,317)Preferred stock dividends Series A Preferred$      (38,291)$          (3,286)Net loss attributable to common shareholders$    (897,474)$     (577,603)Loss per common share - basic and diluted$           (0.00)$            (0.00)Weighted average number of shares outstanding- basic and diluted203,899,190197,897,821


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






CLEARTRONIC, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED SEPTEMBER 30, 2017 AND 201620172016Net Loss$            (859,183)$               (577,603)Adjustments to reconcile net (loss) to net cash (used in)operating activities:Impairment loss-253,000Write off of license agreement240,332139,668Amortization of ReadyOp software platform54,333-Amortiziation of ReadyOp client list40,267-Amortization of notes payable discount-38,779Change in fair value of derivative laibility-30,362Provision for bad debt-2,000(Increase) decrease in assets:Accounts receivable(72,497)62,442Inventory(20,674)2,382Prepaid expenses and other current assets5,427(14,780)Increase (decrease) in liabilities:Accounts payable22,37419,772Accrued expenses(9,671)(13,479)Deferred revenue358,2308,394Net cash (used in) operating activities(241,062)(49,063)Cash Flows From Financing ActivitiesProceeds from issuance of common and preferred stock262,8735,000Cancellation of common stock-(990)Proceeds from convertible notes payable-25,000Repayment of convertible note payable-(33,000)Repayment of notes payable - stockholders(33,920)-Proceeds from note payable - stockholders35,00050,000Net cash provided by financing activities263,95346,010Net Increase (Decrease) in cash22,891(3,053)Cash - Beginning of year3,1036,156Cash - End of year$     25,994$        3,103Supplemental cash flow information:Cash paid for interest$      10,986$         4,136Cash paid for taxes$                -$                 - Non-cash financing transactions:During the year ended September 30, 2017, the Company acquired the ReadyOp software platform and Collabria's client list from Collabria LLC in exchange for 3,000,000 shares of Series E Convertible Preferred stock valued at $292,240.During the year ended September 30, 2016, a Convertible Note holder converted a $10,000 in principal of a Convertible note  into 847,458 shares of the Company's common stock.During the year ended September 30, 2016, a shareholder, officer and director converted $10,000 of a Note Payable into 500,000 shares of the Company's  common stock.During the year ended September 30, 2016, a Convertible Note holder converted a $25,000 Convertible note and $6,111 of accrued interest into 4,906,565 shares of the Company's common stock.During the year ended September 30, 2016, the Company recorded a debt discount of $25,000 accounted for as a derivative liability.


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



F-4

|                                                                               |                          |  |                          |  |                          |  |                          |  |                          |  |                      |  |         |  |                   |  |           |  |                           |  |             |  |              |  |              |  |                 |  |               
|------------------------------------------------------------------------------ | ------------------------ |  | ------------------------ |  | ------------------------ |  | ------------------------ |  | ------------------------ |  | -------------------- |  | ------- |  | ----------------- |  | --------- |  | ------------------------- |  | ----------- |  | ------------ |  | ------------ |  | --------------- |  | --------------
|CLEARTRONIC, INC. AND SUBSIDIARIES                                            
|CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)          
|FOR THE YEARS ENDED SEPTEMBER 30, 2017 AND 2016                               
|                                                                               |                          |  |                          |  |                          |  |                          |  |                          |  |                      |  |         |  |                   |  |           |  |                           |  |             |  |              |  |              |  |                 |  |               
|                                                                               |                          |  |                          |  |                          |  |                          |  |                          |  |                      |  |         |  |                   |  |           |  |                           |  |             |  |              |  |              |  |                 |  |               
|                                                                               |                          |  |                          |  |                          |  |                          |  |                          |  |                      |  |         |  |                   |  |           |  |                           |  |             |  |              |  | Additional   |  |                 |  |               
|                                                                               | Series A Preferred Stock |  | Series B Preferred Stock |  | Series C Preferred Stock |  | Series D Preferred Stock |  | Series E Preferred Stock |  | Common Stock         |  | paid-in |  | Accumulated       |  |          
|                                                                               | Shares                   |  | Amount                   |  | Shares                   |  | Amount                   |  | Shares                   |  | Amount               |  | Shares  |  | Amount            |  | Shares    |  | Amount                    |  | Shares      |  | Amount       |  | capital      |  | deficit         |  | Total         
|                                                                               |                          |  |                          |  |                          |  |                          |  |                          |  |                      |  |         |  |                   |  |           |  |                           |  |             |  |              |  |              |  |                 |  |               
|BALANCE AT SEPTEMBER 30, 2015                                                  | 40,750                   |  | $               -        |  | 1                        |  | $                 -      |  | 2,570,655                |  | $                 26 |  | 670,904 |  | $               7 |  | -         |  | $                       - |  | 197,375,267 |  | $    1,974   |  | $ 14,188,824 |  | $  (14,074,917) |  | $      115,914
|                                                                               |                          |  |                          |  |                          |  |                          |  |                          |  |                      |  |         |  |                   |  |           |  |                           |  |             |  |              |  |              |  |                 |  |               
|Shares cancelled in exchange for refund                                        | -                        |  | -                        |  | -                        |  | -                        |  | -                        |  | -                    |  | -       |  | -                 |  | -         |  | -                         |  | (16,500)    |  | -            |  | (990)        |  | -               |  | (990)         
|Series C Preferred converted to common stock                                   | -                        |  | -                        |  | -                        |  | -                        |  | (7,280)                  |  | -                    |  | -       |  | -                 |  | -         |  | -                         |  | 36,400      |  | -            |  | -            |  | -               |  | -             
|Shares issued for cash                                                         | -                        |  | -                        |  | -                        |  | -                        |  | -                        |  | -                    |  | -       |  | -                 |  | -         |  | -                         |  | 250,000     |  | 2            |  | 4,998        |  | -               |  | 5,000         
|Shares issued for conversion of convertible notes payable and accrued interest | -                        |  | -                        |  | -                        |  | -                        |  | -                        |  | -                    |  | -       |  | -                 |  | -         |  | -                         |  | 5,754,023   |  | 58           |  | 41,053       |  | -               |  | 41,111        
|Shares issued for conversion of note payable stockholder                       | -                        |  | -                        |  | -                        |  | -                        |  | -                        |  | -                    |  | -       |  | -                 |  | -         |  | -                         |  | 500,000     |  | 5            |  | 9,995        |  | -               |  | 10,000        
|Reclassification of derivative laibility associated with convertible debt      | -                        |  | -                        |  | -                        |  | -                        |  | -                        |  | -                    |  | -       |  | -                 |  | -         |  | -                         |  | -           |  | -            |  | 55,362       |  | -               |  | 55,362        
|Net (loss) for the year ended September 30, 2016                               | -                        |  | -                        |  | -                        |  | -                        |  | -                        |  | -                    |  | -       |  | -                 |  | -         |  | -                         |  | -           |  | -            |  | -            |  | (577,603)       |  | (577,603)     
|BALANCE AT SEPTEMBER 30, 2016                                                  | 40,750                   |  | $              -         |  | 1                        |  | $           -            |  | 2,563,375                |  | $                 26 |  | 670,904 |  | $               7 |  | -         |  | $                       - |  | 203,899,190 |  | $     2,039  |  | $14,299,242  |  | $(14,652,520)   |  | $   (351,206) 
|                                                                               |                          |  |                          |  |                          |  |                          |  |                          |  |                      |  |         |  |                   |  |           |  |                           |  |             |  |              |  |              |  |                 |  |               
|Series E Convertible Preferred shares issued for acquisition of assets         | -                        |  | -                        |  | -                        |  | -                        |  | -                        |  | -                    |  | -       |  | -                 |  | 3,000,000 |  | 30                        |  | -           |  | -            |  | 292,210      |  | -               |  | 292,240       
|Series A Convertible Preferred shares issued for cash                          | 525,746                  |  | 6                        |  | -                        |  | -                        |  | -                        |  | -                    |  | -       |  | -                 |  | -         |  | -                         |  | -           |  | -            |  | 262,867      |  | -               |  | 262,873       
|Net (loss) for the year ended September 30, 2017                               | -                        |  | -                        |  | -                        |  | -                        |  | -                        |  | -                    |  | -       |  | -                 |  | -         |  | -                         |  | -           |  | -            |  | -            |  | (859,183)       |  | (859,183)     
|BALANCE AT SEPTEMBER 30, 2017                                                  | 566,496                  |  | $              6         |  | 1                        |  | $                     -  |  | 2,563,375                |  | $             26     |  | 670,904 |  | $           7     |  | 3,000,000 |  | $                30       |  | 203,899,190 |  | $      2,039 |  | $14,854,319  |  | $(15,511,703)   |  | $    (655,276)



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






CLEARTRONIC, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

September 30, 2017 and 2016





NOTE 1 -ORGANIZATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



ORGANIZATION



Cleartronic, Inc. (the Company) was incorporated in the state of Florida on November 15, 1999.



The Company, through one of its wholly owned subsidiaries VoiceInterop, Inc., designs, builds and installs unified group communication solutions, including unique hardware and customized software, for public and private enterprises and markets those services and products under the VoiceInterop brand name.



In November 2016, the Company cancelled its Licensing Agreement with Collabria LLC of Tampa, Florida (Collabria) and acquired all of the intellectual property related to  Collabrias command and control software, trade-named ReadyOp. along with Collabrias client list. In exchange for these assets the Company issued Collabria 3,000,000 share of the Companys Series E Convertible Preferred stock. The Company assumed none of Collabrias liabilities. In September 2014, the Company formed ReadyOp Communications, Inc. (a Florida corporation), as a wholly owned subsidiary to facilitate the marketing of ReadyOp software. The Companys two operating subsidiaries are VoiceInterop, Inc. and ReadyOp Communications, Inc.



The Companys two operating subsidiaries are Voiceinterop, Inc. and ReadyOp Communications, Inc.



PRINCIPLES OF CONSOLIDATION



The consolidated financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of Cleartronic, Inc. and its subsidiaries, VoiceInterop, Inc. and ReadyOp Communications, Inc. All intercompany transactions and balances have been eliminated.



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, equity transactions, valuation of fair value of derivative liability, valuation of deferred tax assets, estimated useful life of licensing agreement, valuation of inventory and allowance for doubtful account.



F-6



CASH AND CASH EQUIVALENTS



For financial statement purposes, the Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not own any cash equivalents at September 30, 2017 and 2016.



ACCOUNTS RECEIVABLE



The Company provides an allowance for uncollectible accounts based upon a periodic review and analysis of outstanding accounts receivable balances. Uncollectible receivables are charged to the allowance when deemed uncollectible. Recoveries of accounts previously written off are used to credit the allowance account in the periods in which the recoveries are made.



The Company provided $2,000 as allowances for doubtful accounts for the years ended September 30, 2017 and 2016, respectively.





LICENSING AGREEMENT



In November 2016, the Company cancelled its Licensing Agreement with Collabria LLC. As a result of this cancellation, the remaining balance of the licensing agreement in the amount of $240,332 was expensed in 2017. During the year ended September 30, 2016 the Company amortized $139,668.



ASSET ACQUISITION



In November 2016, the Company acquired the ReadyOp software platform and the Collabria customer base from Collabria LLC. In exchange for these assets the Company issued 3,000,000 shares of restricted Series E Convertible Preferred stock valued at $292,240.  This valuation was based on internal calculations and validated by a third party valuation expert. The ReadyOp software platform was valued at $195,600 to be amortized over three years, amortization expense recognized for the year ended September 30, 2017 was $54,333. The Collabria customer base was valued at $96,640 to be amortized over two years, amortization expense recognized for the year ended September 30, 2017 was $40,267.



CONCENTRATION OF CREDIT RISK



The Company currently maintains cash balances at one FDIC-insured banking institution. Deposits held in noninterest-bearing transaction accounts are insured up to a maximum of $250,000 at all FDIC-insured institutions. At September 30, 2017 and 2016, the Company had no cash balances above the FDIC-insured limit, respectively.



RESEARCH AND DEVELOPMENT COSTS



The Company expenses research and development costs as incurred.  For the years ended September 30, 2017 and 2016, the Company had $105,768 and $14,636, respectively, in research and development costs.





F-7



REVENUE RECOGNITION AND DEFERRED REVENUES



Unified group communication solutions consist of three elements to be provided to customers: software licenses and equipment purchased from third-party vendors, proprietary hardware that is manufactured on contract to required specifications and installation and integration of the hardware and software into the cohesive communication source.



The Company's revenue recognition policies are in accordance with Accounting Standards Codification 605-10 Revenue Recognition (ASC 605-10). Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the contract price is fixed or determinable, and collectability is reasonably assured. No right of return privileges are granted to customers after shipment. The Company recognizes revenue for the elements separately as the sales of the equipment and software, installation and integration, and support services represent separate earnings processes that are generally specified under separate agreements.



Revenue from the resale of equipment utilized in unified group communication solutions is recognized when shipped. For software licenses, the Company does not provide any services that are considered essential to the functionality of the software, and therefore revenue is recognized upon delivery of the software, provided (1) there is evidence of an arrangement, (2) collection of the fee is considered probable and (3) the fee is fixed and determinable. Upon acquisition of the ReadyOp software platform, the Company changed its revenue recognition for ReadyOp software. For ReadyOp software the Company currently defers the license fee on issuance of the license and recognizes the revenue over the term of the agreement. This is due to the fact that the software license comes with customer support for the license period. The Company now provides support to customers which was previously provided by Collabria LLC. Royalties paid to software vendors are categorized as Cost of Goods Sold.



The Company also provides support to customers under separate contracts varying from one to five years. The Companys obligations under its service contracts vary by the length of the contract. In all cases the Company is the primary obligor to provide first level support to the client. If the contract has less than one year of service and support remaining on the contract, it is classified as a current liability; if longer, it is classified as a non-current liability.



Installation and integration services are recognized upon completion.





F-8



EARNINGS PER SHARE



In accordance with accounting guidance now codified as FASB ASC 260 Earning per Share, basic income (loss) per common share is calculated using the weighted average number of shares outstanding during the periods reported. Diluted earnings per share include the weighted average effect of all dilutive securities outstanding during the periods presented. Diluted per share loss is the same as basic per share loss when there is a loss from continuing operations.



As of September 30, 2017 and 2016, we had no options and warrants outstanding.  As of September 30, 2017 and 2016, we had 566,496 and 40,750 shares of Series A Convertible Preferred stock outstanding, respectively. As of September 30, 2017, 40,750 shares of Series A Convertible Preferred stock are convertible into 4,075,000 shares of common stock and 525,746 shares of Series A Convertible Preferred are convertible after a two-year period from the issuance date.  As of September 30, 2017 and 2016, we have 2,563,375 shares of Series C Convertible Preferred stock outstanding which are convertible into 12,816,875 shares of common stock. As of September 30, 2017 and 2016, we had 670,904 shares of Series D Convertible Preferred stock outstanding which are convertible into 3,354,520 shares of common stock. As of September 30, 2017 we had 3,000,000 shares of Series E Convertible Preferred stock outstanding which are convertible after a two-year period from date of issuance. As of September 30, 2016 there were no shares of Series E Convertible Preferred stock outstanding.



FAIR VALUE OF FINANCIAL INSTRUMENTS



The Company adopted ASC topic 820, Fair Value Measurements and Disclosures (ASC 820), Fair Value Measurements, effective January 1, 2009. 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.

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 unobservable. 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 fair value of long-term debt is based on current rates at which the Company could borrow funds with similar remaining maturities. 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.



F-9





The Companys fair value hierarchy for intangible assets as of September 20, 2017 and 2016, respectively, was as follows:

September 30,2017Level 1Level 2Level 3Intangible assetsLicensing agreement, net of amortization$-$-$-$-ReadyOp software platform, net of amortization141,270--141,270ReadyOp customer list, net of amortization56,370--56,370Total$197,640$-$-$197,640September 30,2016Level 1Level 2Level 3Intangible assetsLicensing agreement, net of amortization$240,332$-$-$240,332ReadyOp software platform, net of amortization----ReadyOp customer list, net of amortization----Total$240,332$-$-$240,332




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 market on a first-in, first-out basis. The Company purchases completed circuit boards at a price that includes component parts and assembly charges. 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 and the Company recorded no reserve for obsolete inventory for the years ended September 30, 2017 and 2016.





F-10



PROPERTY AND EQUIPMENT



Property and equipment are recorded at cost. For financial statement purposes depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the asset.



Expenditures for replacements, maintenance and repairs that do not extend the lives of the respective assets are charged to expense as incurred. When assets are retired, sold or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are recognized.



As of September 30, 2017 and 2016 all property and equipment had been fully depreciated.



INCOME TAXES



The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, Income Taxes, which requires that the Company recognizes income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recorded for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.



Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a tax rate change on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company records valuation allowance to reduce net deferred tax assets to the amount considered more likely than not to be realized. Changes in estimates of future taxable income can materially change the amount of such valuation allowances.



The Company is required to recognize measure, classify, and disclose in the financial statements uncertain tax positions taken or expected to be taken in the Companys tax returns. Management has determined that the Company does not have any uncertain tax positions and associated unrecognized benefits that materially impact the financial statements or related disclosures. Since tax matters are subject to some degree of uncertainty, there can be no assurance that the Companys tax returns will not be challenged by the taxing authorities and that the Company will not be subject to additional tax penalties, and interest as a result of such challenge. The federal and state income tax returns of the Company for the years ended September 30, 2016, 2015 and 2014 are subject to examination by the IRS and state taxing authorities generally for three years after they were filed. There are no tax examinations currently in process.





F-11



STOCK-BASED COMPENSATION



Effective January 1, 2006, the Company adopted the fair value recognition provisions of Accounting Standards Codification 718-10 Compensation (ASC 718-10) using the modified retrospective transition method. ASC 718-10 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense ratably over the requisite service periods. The Company has estimated the fair value of each award as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of the Company's stock price. In March 2005, the SEC issued SAB No. 107, Share-Based Payment ("SAB 107"), which provides guidance regarding the interaction of ASC 718-10 and certain SEC rules and regulations. The Company has applied the provisions of SAB 107 in its adoption of ASC 718-10.



The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (FASB ASC Section 505-50-30).  Pursuant to FASB ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.



DERIVATIVE INSTRUMENTS



The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification and paragraph 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Statement of Operations as other income orexpense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date

and then that fair value is reclassified to equity.



In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.



The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. As of September 30, 2017 and 2016 there were no derivative liabilities.





F-12



ADVERTISING COSTS



Advertising costs are expensed as incurred. The Company had advertising costs of $6,850 during the year ended September 30, 2017 and $4,275 during the year ended September 30, 2016.



NOTE 2 -RECENT ACCOUNTING PRONOUNCEMENTS



In February 2016, the FASB issued ASU 2016-02, Leases, which will amend current lease accounting to require lessees to recognize (i) a lease liability, which is a lessees obligation to make lease payments arising from a lease, measured on a discounted basis, and (ii) a right-of-use asset, which is an asset that represents the lessees right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 does not significantly change lease accounting requirements applicable to lessors; however, certain changes were made to align, where necessary, lessor accounting with the lessee accounting model. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.



In April 2016, the FASB issued ASU 201610 Revenue from Contract with Customers (Topic 606): identifying Performance Obligations and Licensing  .The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entitys promise to grant a license provides a customer with either a right to use the entitys intellectual property (which is satisfied at a point in time) or a right to access the entitys intellectual property (which is satisfied over time). The amendments in this Update are intended render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.







F-13



NOTE 3 -GOING CONCERN



During the years ended September 30, 2017 and 2016, and since inception, the Company has experienced cash flow problems. From time-to-time, the Company has experienced difficulties meeting its obligations as they became due. As reflected in the accompanying consolidated financial statements, the Company incurred net losses from operations of approximately $860,000 for the year ended September 30, 2017 and had working capital deficit of approximately $679,000 for the year ended September 30, 2017. The Company also had an accumulated deficit of approximately $15,500,000 and a stockholders deficit of approximately $655,000 at September 30, 2017.These matters raise substantial doubt about the Companys ability to continue as a going concern.



The Company believes the acquisition of the ReadyOp software platform along with the Collabria client list, will allow the Company to generate additional income through the sale of ReadyOp software and will result  in expanding the distribution of the AudioMate AM360 line of IP gateway devices. In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management is currently seeking funding from significant shareholders and outside funding sources sufficient to meet its minimal operating expenses.   However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.



The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.



The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary if the Company is unable to continue as a going concern.



NOTE 4 -DEFERRED INCOME TAXES



The Company calculates its deferred tax assets based upon its consolidated net operating loss (NOL) carryovers available to offset future taxable income, net of other tax credit(s) or tax deferred liabilities, if any. No deferred tax assets for the years ended September 30, 2017 and 2016 have been recorded since any available deferred tax assets are fully offset by increases in its valuation allowances. The Company increased its valuation allowance based on its history of consolidated net losses. At September 30, 2017, the Company has an adjusted net operating loss carryforward of approximately $13,000,000 that expire through 2032. Should a cumulative change in the ownership of more than 50% occur within a three-year period, there could be an annual limitation on the use of the net operating loss carryforwards.





F-14





Deferred income taxes reflect the tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes plus any available consolidated, net deferred tax credits.  Significant components of the Companys net deferred income tax assets at September 30, 2017 and 2016, respectively are as follows:



20172016Amortization and impairment of license agreement$529,503$582,500Allowance for doubtful account750750Net operating loss carryforward4,909,8914,560,033Net deferred income tax asset5,440,1445,143,283Less: valuation allowance(5,440,144)(5,143,283)Total deferred income tax assets$0.00$0.00




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



20172016Federal statutory income tax rate32.13%32.13%State taxes, net of federal benefit5.5%5.5%Effective rate for deferred tax asset37.63%37.63%Less: Valuation allowance(37.63%)(37.63%)Effective income tax rate0.0%0.0%


Management has determined that it is more likely than not that the Company will not use the NOL carryforward and has a 100% valuation allowance against the deferred asset. The reserve is based on historical experience of the Companys operations as it has not recognized net income in its current incarnation and there is no indication of any events or conditions that would show that trend will not continue due to the Companys current expectation of expense requirements.





F-15



NOTE 5 -NOTES PAYABLE  STOCKHOLDERS



As of September 30, 2017 and 2016, the Company has unsecured notes payable to stockholders totaling $134,087 and $132,676, respectively. These notes range in interest from 8% to 15% which are payable quarterly. One note in the amount of $16,498 matures on December 31, 2017 and the balance of these notes mature December 31, 2018.



During the year ended September 30, 2017, the Company issued an unsecured 8% promissory note maturing on December 31, 2018 to a shareholder, and director for $35,000.



Interest expense on notes payable  stockholders was $15,700 and $14,907 for the years ended September 30, 2017 and 2016, respectively.



NOTE 6 -CONVERTIBLE PROMISSORY NOTES



The Company entered into a securities purchase agreement (the Purchase Agreement) with a private investors and issued a convertible promissory note in the amount of  $43,000 respectively (the Note).The Note was  dated  May 7, 2015, bore interest at 8% per annum and matured on  February 11, 2016. The note was convertible into shares of the Companys common stock at the greater of; (i) the variable conversion price (58% multiplied by the market price) that is equal to the average of the three (3) lowest closing bid prices of the Common Stock during the ten (10) trading day period prior to the date of conversion or (ii) the fixed conversion price of $.00005. The Note also contained a prepayment option whereby the Company may make payments to the holder based on the length of time the Note has been outstanding, upon three (3) trading days' prior written notice to the holder.



During the first 30 days, the Company may make a payment to the holder equal to 115% of the then outstanding unpaid principal and interest, from days 31 until 60 days, the Company may make a payment to the holder equal to 120% of the then outstanding unpaid principal and interest, from days 61 until 90 days, the Company may make a payment to the holder equal to 125% of the then outstanding unpaid principal and interest, from days 91 until 120 days the Company may make a payment to the holder equal to 130% of the then outstanding unpaid principal and interest, from days 121 until 150 days, the Company may make a payment to the holder equal to 135% of the then outstanding unpaid principal and interest, from days 151 until 180 days, the Company may make a payment to the holder equal to 140% of the then outstanding unpaid principal and interest, after 180 days, the Company has no right of prepay. In the event of default before the maturity dates, the payment is immediately due, in the amount of 22% of the outstanding unpaid principal, along with interest and any penalties.



Beneficial Conversion Feature



In connection with the convertible note entered into in May 2015, the Company determined that a beneficial conversion feature existed on the date the note was issued. The beneficial conversion feature related to this note was valued as the difference between the effective conversion price (computed by dividing the relative fair value allocated to the convertible note by the number of shares the note is convertible into) and the fair value of the common stock multiplied by the number of shares into which the note may be converted.



In accordance with ASC 470 Debt with Conversion and other Options, the intrinsic value of the beneficial conversion features were recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the instrument. The Company recorded a beneficial conversion feature related to the May 2015 convertible note financing of $31,000.



On November 23, 2015, a convertible note holder converted $10,000 in principal of the $43,000 May 2015 note into 847,458 shares of common stock. On November 27, 2015 the Company repaid the remaining balance of the convertible note along with accrued interest and penalties for a total amount of $47,975. The remaining discount on the convertible note payable was recognized as interest totaling $13,779.





F-16





In December 2015, the Company entered into a Convertible Promissory Note with a private investor in the principal sum of $150,000. The note matures on December 6, 2017 and carries a 10% Original Issue Discount and incurs a one-time 12% interest charge on March 6, 2016. The principal sum due to the investor shall be based on the consideration actually paid by the investor plus a 10% original issue discount on the consideration paid as well as any other interest or fees. The Company is only required to repay the amount funded and is not required to repay any unfunded portion of the note. The Company received $22,500, less $2,500 of original issuance discount pursuant to the terms of this convertible note. The note is convertible into shares of the Companys common stock at the greater of; (i) the variable conversion price (60% multiplied by the market price) that is equal to the average of the lowest trading  price of the Common Stock during the twenty five (25) trading days prior to the date of conversion (ii) the investor has the right, at any time after 180 days after principal consideration has been paid to convert all or part of the outstanding principal along with interest and any fees into the Companys common stock. The Company may repay the note at any time on or before 90 days from the effective date, after which the Company may not make further payments on the Note prior to the maturity date without written approval from the investor. On the issuance date, the fair value of derivative liability was $62,359. The Company recorded a debt discount of $25,000 and encountered a day-one derivative loss of $37,359.



In February 2016, the Company and noteholder agreed to amend the conversion price. In accordance with the amended convertible promissory note, the note is convertible into shares of the Companys common stock at the greater of; (i) the variable conversion price (60% multiplied by the market price) that is equal to the average of the lowest trading  price of the Common Stock during the twenty five (25) trading days prior to the date of conversion or (ii) the fixed conversion price of $.00005 (iii) the investor has the right, at any time after 180 days after principal consideration has been paid to convert all or part of the outstanding principal along with interest and any fees into the Companys common stock. Upon amendment, the Company determined that this convertible note is now considered as a conventional convertible debt and recorded a gain of $6,997 in the change of fair value of derivative liability. The Company reclassified the fair value of $55,362 to equity on the amendment date. In June, August and September 2016, the noteholder converted $25,000 in principal and $6,111 in accrued interest into 4,906,565 shares of common stock. Accordingly, the Company recognized $25,000 of interest expense for the debt discount and $2,500 of interest expense for the original issue discount. As of  September 30, 2016, the note was fully converted.



NOTE 7 -EQUITY TRANSACTIONS



Preferred Stock



In June 2010, the Board of Directors voted to amend the Companys Articles of Incorporation in order to authorize the issuance of 200 million shares of Preferred Stock with a par value of $0.00001 per share. Concurrently, the Board designated the preferred stock as Series A Convertible Preferred Stock. Among other things, the Certificate of Designation of Series A Convertible Preferred (i) authorizes 1,250,000 shares of the Corporations preferred stock to be designated Series A Convertible Preferred Stock (ii) is convertible into the Company's common stock after two years at a conversion price of $0.01 per share at the holder's option (iii) each holder of Series A Preferred Stock is entitled to receive cumulative dividends, payable quarterly in either cash or equivalent shares of common stock at the rate of 8% of $1.00 per annum on each outstanding share of Series A Preferred then held by such Series A Preferred Holder, on a pro rata basis.



In August 2012, the Board of Directors voted to amend the Companys Articles of Incorporation to designate the Series B Preferred Stock setting forth the rights and preferences of the Series B Preferred Stock. Among other things, the Certificate of Designation (i) authorizes 10 (ten) shares of the Corporations preferred stock to be designated as Series B Preferred Stock; (ii)grants no conversion rights to the holders of the Series B Preferred Stock; (iii) provides the holders of Series B Preferred Stock shall vote with the holders of the Corporations common stock and any class or series of capital stock of the Corporation hereafter created; and (iv) provides that if at least on 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 (2) times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii)the total number of shares of any Preferred Stocks which are issued and outstanding at the time of voting.





F-17





In October 2012, the Board of Directors voted to amend the Companys Articles of Incorporation to designate the Series C and Series D Convertible Preferred Stock setting forth the rights and preferences of the Series C and D Convertible Preferred Stock, par value $.00001 per share. Among other things, the Certificate of Designation for the Series C Preferred (i) authorizes fifty million (50,000,000) shares of the Corporations preferred stock to be designated as Series C Convertible Preferred Stock; (ii) grants conversion rights to the holders of the Series C Preferred Stock; (iii) provides that each share of Series C Preferred Stock shall ten votes for any election or other vote placed before the shareholders of the Corporation; (iv) provides for anti-dilutive rights; (v) provides for liquidation rights; (vi) establishes the initial price at $2.50 per share; (vii) entitles the holder of the Series C Preferred Stock to receive dividends when, as and if declared by the Board of Directors. Among other things, the Certificate of Designation for the Series D Preferred (i) authorizes ten million (10,000,000) shares of the Corporations preferred stock to be designated as Series D Convertible Preferred Stock; (ii) grants conversion rights to the holders of the Series D Preferred Stock; (iii) provides that each share of Series D Preferred Stock shall ten votes for any election or other vote placed before the shareholders of the Corporation; (iv) provides for anti-dilutive rights; (v) provides for liquidation rights; (vi) establishes the initial price at $5.00 per share; (vii) entitles the holder of the Series D Preferred Stock to receive dividends when, as and if declared by the Board of Directors.



Preferred Share Designations



In December 2013, the Board of Directors voted to amend the Companys Articles of Incorporation to change the conversion rights of the Series C and Series D Convertible Preferred Stock. Each share of the Series C and Series D Preferred Stock is convertible into five shares of common stock.



In October 2016, the Board of Directors voted to amend the Companys Articles of Incorporation to designate the Series E Convertible Preferred Stock setting forth the rights and preferences of the Series E Convertible Preferred Stock, par value $.00001 per share. Among other things, the Certificate of Designation for the Series E Preferred (i) authorizes ten million (10,000,000) shares of the Corporations preferred stock to be designated as Series E Convertible Preferred Stock; (ii) grants conversion rights to the holders of the Series E Preferred Stock; (iii) provides that each share of Series E Preferred Stock shall be ten votes for any election or other vote placed before the shareholders of the Corporation; (iv) provides for anti-dilutive rights; (v) provides for liquidation rights; (vi) establishes the initial price at $1.00 per share; (vii) entitles the holder of the Series C Preferred Stock to receive dividends when, as and if declared by the Board of Directors.



As of September 30, 2017 and 2016, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $44,949 and $6,656, respectively



Common Stock



On September 13, 2012, the Board of Directors voted to increase the Companys authorized shares of common stock to 5,000,000,000 shares and to decrease the par value to $.00001 per share.



In December 2015, two shareholders converted 7,280 shares of Series C Convertible Preferred stock into 36,400 shares of common stock.





F-18





Common stock issued for cash



In May 2016, an investor cancelled a subscription agreement to purchase 16,500 shares of common stock for $990.



In December 2015, a shareholder purchased 250,000 shares of common stock for $5,000 in cash.



Common Stock Issued for Conversion of Notes and Note Payable



During the year ended September 30, 2016, a Convertible Note holder converted a $10,000 in principal of a Convertible note into 847,458 shares of the Company's common stock.



During the year ended September 30, 2016, a shareholder converted $10,000 of a Note Payable into 500,000 shares of common stock.



During the year ended September 30, 2016 a Convertible Note holder converted a $25,000 Convertible note and $6,111 of accrued interest into 4,906,565 shares of common stock.



Preferred stock issued for cash



In November 2016, the Company sold 525,746 shares of Series A Convertible Preferred stock to a private investor and director for $262,873 in cash.



Preferred stock issued for acquisition of assets



In November, 2016, the Board of Directors approved the Asset Purchase Agreement between the Company and Collabria LLC (Collabria). Under the terms of the Agreement, the Company acquired all of the intellectual property of Collabria, including its ReadyOp command, control and communication platform trade named ReadyOp (the ReadyOp Platform). In addition, the Company acquired Collabrias customer base (Collabria Client List). The Company assumed no liabilities of Collabria under this Agreement. The terms of the Agreement called for the Company to issue 3,000,000 (Three million) shares of restricted Series E Convertible Preferred stock to Collabria with a fair value of $292,240. Shares of the Series E Convertible Preferred have the following conversion rights and provisions: After a period of two (2) years following the date of issuance, each one (1) share of Series E Preferred shall be convertible into one hundred (100) shares of fully paid and non-assessable Common Stock at the sole option of the holder of Series E Preferred.



Consultant Stock Plans



During the year ended September 30, 2011, the Company adopted the Cleartronic, Inc. 2011 Consultant Stock Plan to assist the Company in obtaining and retaining the services of persons providing consulting services to the Company. In April 2011, the Company filed a registration statement with the Securities and Exchange Commission registering 6,666 shares of the Company's common stock for issuance under the plan.





F-19





The following table summarizes information about stock options outstanding at September 30, 2017 and 2016:



Stock OptionsOptionsWtd. Avg.      Exercise PriceOutstanding at September 30, 2015
    Granted/Issued
    Exercised
    Expired/Canceled167
    --
    --
    (167)$90.00
    --
    --
    (90.00)Outstanding at September 30, 2016----Granted/Issued----Exercised----Expired/Cancelled----Outstanding at September, 30 2017----




During the year ended September 30, 2016, the Company granted no options, no options were exercised and 167 options expired or were cancelled. During the year ended September 30, 2017, the Company granted no options, no options were exercised and no options expired or were cancelled.



No outstanding options were held by officers as of September 30, 2017, and September 30, 2016.



NOTE 8  RELATED PARTY TRANSACTIONS



The Company leases its office space from another entity that is also a stockholder. Rent expense paid to the related party was $60,258 and $42,454 for the years ended September 30, 2017 and 2016, respectively.



In December 2016, the Board of Directors accepted the resignation of Larry M. Reid as Chief Executive Officer of the corporation and appointed Mr. Reid as Chief Financial Officer. The Board also appointed Michael M. Moore as Chief Executive Officer.





F-20







Under the terms of an employment agreement effective on November 28, 2016, Mr. Moore as CEO receives an annual salary of $200,000. The term of agreement is for a one-year period beginning on the effective date and shall automatically renew and continue in effect for additional one-year periods.



Under the terms of an employment agreement effective on March 13, 2015, Mr. Reid as CFO receives an annual salary of $96,000. The term of agreement is for a one-year period beginning on the effective date and shall automatically renew and continue in effect for additional one-year periods.



In November 2015, the Company entered into a promissory note for $50,000 with a stockholder, officer and director of the Company. The note bears an 8% interest rate, is unsecured and is due on December 31, 2017. In December 2017, the maturity date was extended to December 31, 2018.



In November 2016, the Company sold 525,746 shares of Series A Convertible Preferred stock to a private investor and director for $262,873 in cash.



During the year ended September 30, 2017, the Company repaid the principal amount of $33,920 of a note payable to a shareholder.



In September 2017, the Company issued an 8% unsecured promissory note in the amount of $35,000 to a shareholder and director. The note matures December 31, 2018.



In November 2016, the Company cancelled its Licensing Agreement with Collabria LLC of Tampa, Florida (Collabria) and acquired all of the intellectual property related to Collabrias command and control software, trade-named ReadyOp. In addition the Company acquired Collabrias client list. In exchange for these assets the Company issued Collabria 3,000,000 shares of the Companys restricted Series E Convertible Preferred stock with a fair value of $292,240. The Company assumed none of Collabrias liabilities.



NOTE 9 - COMMITMENTS AND CONTINGENCIES



OBLIGATIONS UNDER OPERATING LEASES



The Company leases approximately 1,700 square feet for its principal offices in Boca Raton, Florida at a monthly rental of approximately $3,500. The lease, which provides for annual increases of base rent of 4%, expires on November 30, 2018.





F-21







The Company rents office space on a month to month basis for its Tampa operations at a cost of $2,000 per month.



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



2018

43,560

2019

7,260

$50,820



Rent expense incurred during the years ended September 30, 2017 and 2016 was $60,258 and $42,524, respectively.



MAJOR CUSTOMERS



No customer accounted for more than 10% of the Companys revenues for the year ended September 30, 2017. As of September 30, 2017 two customers accounted for approximately 24% of the Companys total outstanding accounts receivable. As of September 30, 2016 two customers accounted for approximately 78% of the Companys total outstanding accounts receivable.





MAJOR SUPPLIER AND SOLE MANUFACTURING SOURCE



During 2014, the Company developed a proprietary interoperable communications solution. The Company relies on no major supplier for its products and services. The Company has contracted with a single local manufacturing facility to provide completed circuit boards used in the assembly of its IP gateway devices. Interruption to the manufacturing source presents additional risk to the Company. The Company believes that other commercial facilities exist at competitive rates to match the resources and capabilities of its existing manufacturing source.





F-22





Exclusive Licensing Agreement



On May 5, 2017, the Company entered into an Exclusive Licensing Agreement with Sublicensing Terms (the Agreement) with the University of Southern Florida Research Foundation, Inc. (USFRF) relating to an exclusive license of certain patent rights in connection with one of USFRFs U.S. Patent Applications. Both parties recognize that the research and development work provided by the Company was sufficient for USFRF to enter into the Agreement with the Company.



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



The Company paid USFRF a License Issue Fee of $3,000 and $7,253.50 as reimbursement of expenses associated with the filing of the Licensed Patent. The Company agreed to complete the first commercial sale of products to the retail customer on or before January 31, 2019 or USFRF has the right to terminate the agreement. In addition, the Company agreed that it will have made and tested a prototype by August 31, 2018 or USFRF has the right to terminate the agreement. The company agreed to pay USFRF a royalty of 3% for sales of all Licensed Products and Licensed Processes and agreed to pay USFRF minimum royalty payments as follows:



PaymentYear$1,0002019$4,0002020$8,0002021


-and every year thereafter on the same date, for the life of the agreement.



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





NOTE 10 - SUBSEQUENT EVENTS



In October 2017, the Company issued an unsecured 8% promissory note to a shareholder and director in the amount of $15,000. The note matures December 31, 2018.



In October 2017, the Company repaid $7,891 in principal of a note payable to shareholder.







F-23