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.

Impact of COVID-19 Outbreak

The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company's supply chain and other service providers.

In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for products and services and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. To date, the Company has not experienced a significant adverse economic impact due to COVID-19. While travel and other restrictions have been imposed the company has mitigated the situation by teleconferencing, web demos, etc. However, there is no assurance that we will not have any adverse impact in the future.

The following discussion reflects the Company's 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. The 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.


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Results of Operations

Year Ended September 30, 2020 Compared to Year Ended September 30, 2019.

Revenues. Revenues increased 50% to $1,752,024 in 2020, from $1,164,191 during 2019. This increase of $587,833 was primarily due to increase in the number of customers of the ReadyOp/ReadyMed software platform. Revenue from our other subsidiary, VoiceInterop, Inc., decreased approximately 68% to $27,698 from $87,254. VoiceInterop was deconsolidated on February 14, 2020.

Cost of Revenues and Gross Margins. Cost of revenues increased from $246,117 in 2019, to $407,136 in 2020. Gross margins increased from $918,074 in 2019 to $1,344,888 in 2020. Gross Profit as a percentage of Revenue decreased from 79% in 2019 to 77% in 2020. The decrease was primarily due to the lower profit margins from sales of ReadyOp ACE (AudioMate) IP gateways as compared to higher margins generated from licensing of ReadyOp software.

Operating Expenses. Operating expenses decreased approximately 10% in 2020 to $1,105,956 compared to $1,225,734 during 2019. Operating expenses include selling expenses, administrative expenses, research and development costs and amortization expense. Selling expenses decreased approximately 11% from $595,825 in 2019 to $530,853 in 2020, primarily due to decreased travel expenses during to the Covid-19 pandemic. Amortization expense decreased by $61,762 or 84%, primarily due to amortization expenses associated with the ReadyOp software platform which has been fully amortized. The $55,105 decrease in research and development expense was associated with the Company's development of the "Rectenna" project. The decrease was primarily due to research of the Rectenna technology being substantially completed during the year. The Company intends to devote future development funds to commercialize the Rectenna-related technology.

Other Income and Other Expense. Interest and other expense decreased from $17,871 in 2019 to $8,727 in 2020. The decrease was primarily due to payment of outstanding liabilities. Other income in 2019 of $253,480 was attributable to the settlement of old accounts payable.

Loss from Discontinued Operations. Losses from discontinued operations were $64,936 and $104,547 for 2020 and 2019, respectively.

Net Income / Loss. Net income was $165,269 for 2020 and net loss of $176,598 for 2019. On a basis of EBITDA, the Company had EBITDA from continuing operations of $250,412 in 2020 and $19,062 in 2019, a 1,214% increase.

Liquidity and Capital Resources

Cash and cash equivalents increased by $48,285 during the fiscal year ended September 30, 2020, to $75,983. Net cash used in operating activities for the fiscal year ended September 30, 2020, was $1,802 as compared to $69,357 for the fiscal year ended September 30, 2019. Adjusted earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") from continuing operations increased from earnings of $19,062 to earnings of $250,412 in 2020.

At September 30, 2020, our total liabilities were $1,180,128, which included $253,372 in accounts payable, $43,457 in accrued expenses, $48,447 in notes payable stockholders, $106,727 in Paycheck Protection note payable and $728,125 in deferred revenue. Deferred revenues are comprised of revenues from our annual ReadyOp subscriptions which are recognized over the period of the contract that is typically twelve months.

Investing Activities

Net cash used in investing activities was $34,029 for fiscal year ended September 30, 2020, and $0 in 2019. Net cash used in 2020 included the issuance of a Note Receivable for $25,000 and fixed asset purchases of $9,029.

Financing Activities

Net cash provided by financing activities was $84,116 during fiscal 2020. The increase was primarily due to proceeds received from note payable part of Cares Act Paycheck Protection Program of $106,727, proceeds from issuance net of repayment of installment note of $10,449 and proceeds from loan payable - related party of $11,362 included discontinued operations. Net cash also included repayment of a stockholder note payable of $94,422 and proceeds from a stockholder note payable of $50,000.

Net cash provided by financing activities was $96,642 during fiscal 2019. This included $43,810 from installment loan-discontinued operations less repayment of installment loan of $39,964, proceeds from the issuance of common stock of $100,000 less dividends paid of $7,204.


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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 are described in Note 2 to the consolidated financial statement appearing elsewhere in this report.

Recent Accounting Pronouncements

The recent accounting standards that have been issued or proposed by Financial Accounting Standard Board (FASB) or other standard setting bodies that do not require adoption until a future date are not expected to have a material impact on the financial statement upon adoption.

The recent accounting pronouncements are described in Note 2 to the consolidated financial statement appearing elsewhere in this report.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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