The accompanying notes are an integral part of these condensed consolidated unaudited financial statements
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements
The accompanying notes are an integral part of these condensed consolidated unaudited financial statements
Notes to Condensed Consolidated Financial Statements
June 30, 2020
(Unaudited)
NOTE 1 - ORGANIZATION
Cleartronic, Inc. (the Company) was incorporated in the state of Florida on November 15, 1999. The Companys subsidiaries are VoiceInterop (VoiceInterop) and ReadyOp Communications, Inc. (ReadyOp). On February 14, 2020, VoiceInterop was deconsolidated.
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 Companys only operating subsidiary is ReadyOp Communications, Inc.
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 Collabrias command and control software, trade-named ReadyOp. In addition the Company acquired Collabrias client list. In exchange for these assets the Company issued Collabria 3,000,000 restricted shares of the Companys Series E Convertible Preferred stock. The Company assumed none of Collabrias liabilities.
In March 2018, the Company approved the spin-off VoiceInterop into a separate company under a Form S-1 registration to be filed with the United States Securities and Exchange Commission. On May 13, 2019, VoiceInterop filed an S-1 registration with the United States Securities and Exchange Commission. All VoiceInterop transactions have been recorded as discontinued operations. On February 14, 2020, the distribution of shares was approved by FINRA and VoiceInterop was deconsolidated from Cleartronic, Inc. (See Note 10).
In October 2019, the Company acquired a software platform from Collabria LLC. In exchange for this asset, the Company issued 12,000,000 shares of Common stock of the Company. ReadyMed is a web based secure communication platform designed for the health care industry. This includes hospitals, clinics, doctor's offices and health insurance companies and many other segments of the health care industry. It provides hospitals with patient tracking capability within the hospital. It allows physicians to track patient progress after release from the hospital and allows for secure communication with the patient to track the healing process, record their recovery and monitor their medications.
-6-
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements contain the consolidated accounts of Cleartronic, Inc. and its subsidiaries, ReadyOp Communications, Inc. and VoiceInterop, Inc. All material intercompany transactions and balances have been eliminated. On February 14, 2020, the deconsolidation of VoiceInterop was completed and transactions through that date are recorded as discontinued operations. (See Note 10).
BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-K. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended September 30, 2019 included in the Companys Annual Report on Form 10-K filed with the United States Securities and Exchange Commission. The unaudited interim consolidated financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made. Operating results for the three and nine months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2020.
USE OF ESTIMATES
In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and operations for the reporting period. Although these estimates are based on managements knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.
Significant estimates include the assumptions used in valuation of deferred tax assets, estimated useful life of intangible assets and property and equipment, valuation of inventory and allowance for doubtful accounts.
CASH AND CASH EQUIVALENTS
For financial statement purposes, the Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not own any cash equivalents at June 30, 2020 and September 30, 2019.
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 $6,000 and $52,000 allowances for doubtful accounts as of June 30, 2020 and September 30, 2019, respectively.
-7-
PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost and depreciated or amortized using the straight-line method over the estimated useful life of the asset or the underlying lease term for leasehold improvements, whichever is shorter onset the property and equipment is put into service.
ASSET ACQUISITION
In October 2019, the Company acquired a software platform from Collabria LLC. In exchange for this asset, the Company issued 12,000,000 shares of Common stock valued at $600,000. This valuation was based on the historical cost of the software. The ReadyMed software platform of $600,000 to be amortized over three years, amortization expense recognized for the three month ended June 30, 2020 and 2019 was $53,050 and $0, respectively. The amortization expense for the nine month ended June 30, 2020 and 2019 was $138,082 and $0, respectively.
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 three month ended June 30, 2020 and 2019 was $0 and $16,299, respectively. The amortization expense for the nine month ended June 30, 2020 and 2019 was $10,878 and $48,897, respectively. As of June 30, 2020, ReadyOp software platform has been fully amortized.
The Collabria customer base was valued at $96,640 to be amortized over two years, amortization expense recognized for the three months ended June 30, 2020 and 2019 was $0 and $0, respectively. The amortization expense for the nine month periods ended June 30, 2020 and 2019 was $0 and $8,046, respectively. As of September 30, 2019, the Collabria customer base has been fully amortized.
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 June 30, 2020 and September 30, 2019, the Company had approximately $0 and $0, respectively in excess of FDIC insurance limits.
RESEARCH AND DEVELOPMENT COSTS
The Company expenses research and development costs as incurred.
For the nine months ended June 30, 2020 and 2019, the Company had $114,993 and $157,789, respectively, in research and development costs from continuing operations. For the three months ended June 30, 2020 and 2019, the Company had $28,192 and $44,248, respectively, in research and development costs from continuing operations.
-8-
REVENUE RECOGNITION AND DEFERRED REVENUES
The Company revenue recognition policy follows guidance from Accounting Standards Codification (ASC) 606, Revenue from contract with customers. Revenue is recognized when the Company transferred promised goods and services to the customer and in the amount that reflect the consideration to which the company expected to be entitled in exchange for those goods and services.
The Company applies the following five-step model in order to determine this amount:
i. Identification of Contact with a customer;
ii. Identify the performance obligation of the contract
iii. Determine transaction price;
iv.Allocation of the transaction price to the performance obligations; and
v. Recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company generates revenue primarily through the sale of integrated hardware and software licenses. The portion of the contract that is associated with ongoing hosting and related customer service is amortized monthly over the license period. The Company incurs certain incremental contract costs (referred to as deferred subscriber acquisition costs, net) including selling expenses (primarily commissions) related to acquiring customers. Deferred subscriber acquisition costs, net are included in prepaid and expenses and other current assets on the consolidated balance sheet. Commissions paid in connection with acquiring new customers are determined based on the value of the contractual fees. Deferred subscriber acquisition costs will be amortized over the license period.
In transactions in which hardware is sold to a customer, the Company recognizes the revenue when the hardware has been shipped to the customer. The hardware supplied by the Company does not require a related software license and can be operated and fully functional without the Companys software.
From time to time clients request special training meetings. We send employees to these meeting and charge our clients on a per diem basis. These charges are recorded as consulting fees on our income statement.
The Company allocates the transaction price to each performance obligation based on a relative standalone selling price. Revenue associated with the sale and installation of system licenses is recognized once installation is complete.
Customer billings for services not yet rendered are deferred and recognized as revenue as services are provided. These fees are recorded as current deferred revenue on the consolidated balance sheet as the Company expects to satisfy any remaining performance obligations as well as recognize the related revenue within the next twelve months. Accordingly, the Company has applied the practical expedient regarding deferred revenue to exclude the value of remaining performance obligations if (i) the contract has an original expected term of one year or less or (ii) the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed.
-9-
The following table summarizes the revenues for the three and nine months ended June 30, 2020 and 2019, respectively:
|
|
|
|
|
|
|
For the three months ended
|
|
For the nine months ended
|
|
June 30, 2020
|
June 30, 2019
|
|
June 30, 2020
|
June 30, 2019
|
Licensing of ReadyOp Software
|
$351,703
|
$258,835
|
|
$952,084
|
$683,019
|
Sale of ReadyOp ACE IP Gateways
|
20,880
|
82,755
|
|
307,050
|
103,755
|
Licensing of ReadyMed Software
|
2,667
|
-
|
|
10,667
|
-
|
Consulting Income
|
-
|
16,000
|
|
37,000
|
29,500
|
Pass-through Income
|
-
|
7,706
|
|
12,351
|
19,357
|
Total
|
$375,250
|
$ 365,296
|
|
$1,319,152
|
$835,631
|
EARNINGS 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. Accordingly, for purposes of dilutive earnings per share, the Company excluded the effect of warrants and options.
As of June 30, 2020 and 2019, we had no options and warrants outstanding.
As of June 30, 2020 and 2019, the Company had 512,996 shares of Series A Convertible Preferred stock outstanding, which are convertible into 51,299,600 shares of common stock.
As of June 30, 2020 and 2019, we had 4,433,375 shares of Series C Convertible Preferred stock outstanding, which are convertible into 22,166,875 shares of common stock.
As of June 30, 2020 and 2019, we had 670,904 shares of Series D Preferred stock outstanding which are convertible into 3,354,520 shares of common stock.
As of June 30, 2020 and 2019, we had 3,000,000 shares of Series E Convertible Preferred stock outstanding which are convertible into 300,000,000 shares of common stock.
-10-
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures the fair value of its assets and liabilities under ASC topic 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There was no impact relating to the adoption of ASC 820 to the Company’s consolidated financial statements.
ASC 820 also describes three levels of inputs that may be used to measure fair value:
§ Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
§Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
§Level 3: Inputs that are generally observable. These inputs may be used with internally developed methodologies that result in managements 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 managements opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.
INVENTORY
Inventory consists of components held for assembly and finished goods held for resale or to be utilized for installation in projects. Inventory is valued at lower of cost or net realizable value on a first-in, first-out basis. The Companys policy is to record a reserve for technological obsolescence or slow-moving inventory items. The Company only carries finished goods to be shipped along with completed circuit boards and parts necessary for final assembly of finished product. All existing inventory is considered current and usable. The Company recorded no reserve for obsolete inventory as of June 30, 2020 and September 30, 2019, respectively.
EQUITY INSTRUMENTS ISSUED TO PARTIES OTHER THAN EMPLOYEES FOR ACQUIRING GOODS OR SERVICES
The Company accounts for stock-based instruments issued for services in accordance with ASC 718 Compensation Stock Compensation. ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued. The value of the portion of a stock award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method.
-11-
ADVERTISING COSTS
Advertising costs are expensed as incurred. The Company had advertising costs of $5,497 and $1,797 during the three months ended June 30, 2020 and 2019, respectively, and $25,691 and $5,591 during the nine months ended June 30, 2020 and 2019, respectively.
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 lessees 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 lessees 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 became effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted this standard effective October 1, 2019 which are fully discussed in Note 9.
NOTE 3 - EQUIPMENT
At June 30, 2020 and December 31, 2019, property and equipment, net, is as follows:
|
|
|
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
|
Office Equipment
|
$
|
9,029
|
|
$
|
-
|
|
Less: Accumulated Depreciation
|
|
(150)
|
|
|
-
|
|
Total Property and Equipment, net
|
$
|
8,879
|
|
$
|
-
|
|
Depreciation expense for the nine months ended June 30, 2020 and 2019, was $150 and $0, respectively
Depreciation expense for the three months ended June 30, 2020 and 2019, was $150 and $0, respectively.
-12-
NOTE 4 - NOTES RECEVABLE
On June 18, 2020, the Company entered into an unsecured note receivable in the amount of $10,000 with a shareholder which bears interest at 6% and matures on August 31, 2020 (See Note 8).
On June 25, 2020, the Company entered into an unsecured note receivable in the amount of $15,000 with a shareholder which bears interest at 6% and matures on August 31, 2020 (See Note 8).
NOTE 5 - GOING CONCERN
The Company's unaudited condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company believes the acquisition of the ReadyOp software platform was a prudent acquisition by the Company. Additional revenue has been generated for the Company and management believes revenue will continue to increase each quarter. The Company acquired the ReadyMed software platform in October 2019. The Company believes the acquisition of ReadyMed will also be a prudent purchase and that revenue will increase as a result of the acquisition
On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While the closures and limitations on movement, domestically and internationally, are expected to be temporary, if the outbreak continues on its current trajectory the duration of the supply chain disruption could reduce the availability, or result in delays, of materials or supplies to and from the Company, which in turn could materially interrupt the Companys business operations. On May 14, 2020, the Florida Governor signed Executive Order No. 20-123, bringing all Florida counties into Full Phase I reopening. More restrictive proclamations and/or directives may be issued in the future. Given the speed and frequency of the continuously evolving developments with respect to this pandemic, the Company cannot reasonably estimate the magnitude of the impact to its consolidated results of operations.
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 attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
-13-
NOTE 6 - NOTES PAYABLE
Notes payable to Stockholders
As of June 30, 2020 and September 30, 2019, the Company had unsecured notes payable to stockholders totaling $72,137 and $92,869, respectively. These notes range in interest from 8% to 15% which are payable quarterly. One note with a principal balances of $17,588 was due on December 31, 2019. The maturity of the note payable in the amount of $17,588 was extended to August 31, 2020.
On September 30, 2019, the note holder converted $65,000 of note payable and $10,279 of accrued interest into an installment promissory note with a principal balance of $75,279. The note is due on September 30, 2021 and bears an interest rate of 8%. This note requires a monthly payment of $3,405 for the next 24 months. As of June 30, 2020 and September 30, 2019 the balance due was $54,549 and $75,279, respectively.
Interest expense on the notes payable to stockholders was $2,116 and $1,799 for the three months ended June 30, 2020 and 2019, respectively, and $7,201 and $11,913 for the nine months ended June 30, 2020 and 2019, respectively.
Installment Loan Payable - Discontinued Operations
On December 14, 2018, VoiceInterop entered into a Business Loan Agreement with WebBank whereby VoiceInterop borrowed $59,751, of this amount $15,491 was recorded as debt issuance cost. The agreement calls for 308 installments of $194 paid over 432 days. The debt issuance cost is amortized over the life of the loan. As of June 30, 2020, the remaining loan balance of $18,429 was paid in full from the note payable dated October 8, 2019.
On October 8, 2019, VoiceInterop entered into a Business Loan Agreement with WebBank whereby VoiceInterop borrowed $56,680, of this amount $13,080 was recorded as debt issuance cost. The debt issuance cost is amortized over the life of the loan. The agreement calls for 308 installments of $184 paid over 432 days. The Company used $18,429 of loan proceeds to pay off the remaining loan balance of WebBank loan dated December 14, 2018. As of February 14, 2020, the loan balance is $31,269, net of debt issuance cost of $10,688. The amount is included in VoiceInterop deconsolidation as of February 14, 2020 (See Note 10).
-14-
Note Payable
On June 10, 2020, the Company, was granted a loan (the Loan) from Bank of America, N.A., in the aggregate amount of $106,727, pursuant to the Paycheck Protection Program (the PPP) under Division A, Title I of the CARES Act, which was enacted March 27, 2020.
The Loan, which was in the form of a Note dated on or about June 10, 2020 issued by the Borrower, matures on or about June 10, 2025 and bears interest at an approximate rate of 1% per annum. The Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before February 15, 2020. The Company intends to use the entire Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.
On December 2, 2019, the Company issued a promissory note in the amount of $50,000. The note bear 6% interest and matured on February 29, 2020. As of June 30, 2020 the loan balance of $50,000 and interest of $732 was paid in full.
Loan Payable - related party
During the nine months ended June 30, 2020, the Company owed $16,262 to two officers, of which $7,262 is included in liabilities from discontinued operations. The loan is non-interest bearing and payable on demand. As of June 30, 2020 the loan balance of $9,000 was paid in full and $7,626 included in labilities from discontinued operations was deconsolidated as of February 14, 2020. (See Note 8 and 10).
NOTE 7 - EQUITY TRANSACTIONS
Common stock issued for cash
In December 2018, the Company sold 3,333,334 shares of common stock to unrelated parties for $75,000 in cash of which $25,000 was received by the Company on January 15, 2019.
Common stock issued for Ready Med Platform
In October 2019, the Company acquired the software platform from Collabria LLC, a related party. In exchange for these assets the Company issued 12,000,000 shares of Common stock valued at the historical cost of the asset of $600,000 (See Note 2).
-15-
Preferred Stock Dividends
As of June 30, 2020 and September 30, 2019, the cumulative arrearage of undeclared dividends for Series A Preferred stock totaled $72,726 and $41,920, respectively.
Subscription Agreements between VoiceInterop, Inc., our wholly-owned subsidiary and private investors
During the year ended September 30, 2018, VoiceInterop committed to sell 600,000 shares of its common stock to private investors for $68,000. The shares issuance is contingent upon a spin-off of the Company from Cleartronic, Inc. into a separate company. As of February 14, 2020, the spin-off has been completed and the shares have been issued (See Note 10).
Declaration of Stock Dividend
On April 23, 2018, the board of Directors declared a stock dividend for common stock shareholders and for certain classes of preferred stock shareholder of the Company. That each common shareholder would receive .075 shares of VoiceInterop common stock for each one (1) share of Cleartronic stock held by the shareholder, and that each shareholder of Series C and D Preferred stock shall receive .375 shares of VoiceInterop common stock for each one (1) share of Series C or Series D Preferred stock held by the shareholder.
The record date of the dividend distribution shall be defined as the first business day following an effective statement from the United States Securities and Exchange Commission (SEC) regarding a pending S-1 filing. On
May 13, 2019 VoiceInterop filed an S-1 registration statement with the SEC which was approved on November 14, 2019. On February 14, 2020, the Company distributed 17,819,827 shares of VoiceInterop common stock to its shareholders (See Note 10). The Company recorded $225,316 to additional paid in capital for deconsolidation of VoiceInterop, Inc.
-16-
NOTE 8 - RELATED PARTY TRANSACTIONS
The Company leases its office space from VoiceInterop the Companys former wholly owned subsidiary and now 96% owned by our shareholders. On February 14, 2020, VoiceInterop was deconsolidated and is no longer our subsidiary. Rent expense paid to the related party was $4,905 and $11,947 for the three months ended June 30, 2020 and 2019, respectively. Rent expense paid to the related party was $27,059 and $35,643 for the nine months ended June 30, 2020 and 2019, respectively.
In October 2017, the Company issued two promissory notes to a shareholder and director in the amounts of $15,000 each. The notes bear interest at 8% per annum and mature June 30, 2019. The note was converted to an installment promissory note on September 30, 2019 (See below and Note 6).
During the three months ended December 31, 2019, the Company owed $16,262 to two officers, of which $7,262 is included in liabilities from discontinued operations. The loan is non-interest bearing and payable on demand. As of June 30, 2020 the loan balance of $9,000 was paid in full and $7,262 included in liabilities from discontinued operations was deconsolidated as of February 14, 2020 (See Note 6 and 10).
On September 30, 2019, the note holder converted $65,000 of note payable and $10,279 of accrued interest into an installment promissory note. The note is due on September 30, 2021 and bears an interest rate of 8%. The note requires a monthly payment of $3,405 for the next 24 months. As of June 30, 2020 and September 30, 2019 the balance due was $54,549 and $75,279, respectively (See Note 6).
On June 18, 2020, the Company entered into an unsecured note receivable in the amount of $10,000 with a shareholder which bears interest at 6% and matures on August 31, 2020 (See Note 4).
On June 25, 2020, the Company entered into an unsecured note receivable in the amount of $15,000 with a shareholder which bears interest at 6% and matures on August 31, 2020 (See Note 4).
As of June 30, 2020, the Company advanced $13,420 to VoiceInterop, the Companys former wholly owned subsidiary and now 96% owned by our shareholders.
-17-
NOTE 9 - COMMITMENTS AND CONTINGENCIES
Obligation Under Operating Lease
The Company leases approximately 1,700 square feet for its principal offices in Boca Raton, Florida at a monthly rental of approximately $3,500, which expired in November 2018. VoiceInterop executed a new 3-year lease with its current landlord on December 1, 2018 for the same office space. The lease provided one month free as a concession. The monthly rent is $3,630 and provides for annual increases of base rent of 4% until the expiration date. The lease expires on November 30, 2021. Upon the deconsolidation, the Company subleases the office space from VoiceInterop at approximately $1,400 per month.
Rent expense incurred during the three months ended June 30, 2020 and 2019 was $4,905 and $11,947, respectively. Rent expense incurred during the nine months ended June 30, 2020 and 2019 was $27,059 and $35,643, respectively.
VoiceInterop subleases part of its office space to two entities for approximately $1,150 per month and is included in income from discontinued operations. Sublease rental income received during the period from October 1, 2019 through February 14, 2020 (deconsolidation date), was $5,750.
The Company adopted the new lease guidance effective October 1, 2019 using the modified retrospective transition approach, applying the new standard to all of its leases existing at the date of initial application which is the effective date of adoption. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before October 1. 2019. We elected the package of practical expedients which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification for any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We did not elect the hindsight practical expedient which permits entities to use hindsight in determining the lease term and assessing impairment. The adoption of the lease standard did not change our previously reported consolidated statements of operations and did not result in a cumulative catch-up adjustment to opening equity. The adoption of the new guidance resulted in the recognition of operating lease assets of $75,078 and lease liability of $79,171.
The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In calculating the present value of the lease payments, the Company elected to utilize its incremental borrowing rate based on the remaining lease terms as of the October 1, 2019 adoption date. This rate was determined to be 23% and the Company determined the initial present value, at inception, of $79,171.
Operating lease asset and operating lease liability are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred, if any.
The Company has elected the practical expedient to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on the balance sheet as operating lease asset, current operating lease liability and non-current operating lease liability.
-18-
The new standard also provides practical expedients and certain exemptions for an entitys ongoing accounting. We have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases where the initial lease term is one year or less or for which the operating lease asset at inception is deemed immaterial, we will not recognize operating lease asset or lease liability. Those leases are expensed on a straight line basis over the term of the lease.
As of February 14, 2020 the operating lease liabilities of $66,114 and lease assets of $62,226 were included in liabilities from discontinued operations and were deconsolidated.
Revenue and Accounts Receivable Concentration
No customer accounted for more than 10% of the Companys revenue for the nine months ended June 30, 2020. No customer accounted for 10% of the Companys revenue for the nine months ended June 30, 2019. As of June 30, 2020 two customer accounted for approximately 27% of the Companys total outstanding accounts receivable with each customer representing 14% and 13%, respectively. As of June 30, 2019, three customers accounted for approximately 24%, 13%, and 11% of the Companys 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.
Employment Agreements
In December 2016, the Board of Directors accepted the resignation of Larry M. Reid as Chief Executive Officer of the corporation and appointed Mr. Reid as Chief Financial Officer. The Board also appointed Michael M. Moore as Chief Executive Officer.
Under the terms of an employment agreement effective on November 28, 2016, Mr. Moore as CEO receives an annual salary of $200,000. The term of agreement is for a one-year period beginning on the effective date and shall automatically renew and continue in effect for additional one-year periods.
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.
-19-
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 USFRFs 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 Licensees obligation to pay royalties expires.
The Company paid USFRF a License Issue Fee of $3,000 and $7,253 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:
|
|
Payment
|
Year
|
$1,000
|
2019
|
$4,000
|
2020
|
$8,000
|
2021
|
-and every year thereafter on the same date, for the life of the agreement.
In the event the Company proposes to sell any Equity Securities, then USFRF will have the right to purchase 5% of the securities issued in such offering on the same terms and conditions are offered to other purchasers in such financing.
-20-
As of June 30, 2020, the Company has recorded $2,000 for the minimum royalty for the fiscal year ended 2020.
As of September 30, 2019, the Company has recorded $1,000 for the minimum royalty for the fiscal year ended 2019.
NOTE 10 DISCONTINUED OPERATIONS
In March 2018, the Company approved the spin-off VoiceInterop into a separate company under a Form S-1 registration to be filed with the United States Securities and Exchange Commission.
On April 23, 2018, the board of Directors declared a stock dividend for certain shareholders of the Company. The Company will distribute to its shareholders owning Common Stock and Series C and D Preferred stock an aggregate of 17,819,827 shares of shares of Common Stock of VoiceInterop. That each common shareholder would receive .075 shares of VoiceInterop common stock for each one (1) share of Cleartronic stock held by the shareholder, and that each shareholder of Series C and D Preferred stock shall receive .375 shares of VoiceInterop common stock for each one (1) share of Series C or Series D Preferred stock held by the shareholder.
The record date of the dividend distribution shall be defined as the first business day following an effective statement from the United States Securities and Exchange Commission (SEC) regarding a pending S-1 filing. On May 13, 2019 VoiceInterop filed an S-1 registration statement with the SEC. On November 14, 2019, VoiceInterop, Incs., S-1 Registration Statement was declared effective by Securities and Exchange Commission.
The Companys history is being reviewed by the Financial Industry Regulatory Authority (FINRA) and as of the date of this filing the review is not been completed. No dividends can be distributed until that review is completed and approved by FINRA. On February 14, 2020, the distribution of shares was approved by FINRA and completed and deconsolidation was completed.
-21-
The following table illustrates the reporting of the discontinued operations included in the Statements of Operations for the period from October 1, 2019 to February 14, 2020 and for the nine months period ended June 30, 2019.
|
|
|
|
|
|
|
For the period from
|
For the Nine
|
|
October 1, 2019 to
|
Months Ended
|
|
February 14, 2020
|
June 30, 2019
|
|
(Unaudited)
|
(Unaudited)
|
|
|
|
Revenue
|
$ 27,698
|
$ 75,721
|
Cost of Revenue
|
12,383
|
25,395
|
Gross Profit
|
15,315
|
50,326
|
|
|
|
Operating Expenses:
|
|
|
Selling expenses
|
3,862
|
10,200
|
Administrative expenses
|
24,151
|
18,374
|
Professional Fees
|
50,007
|
48,271
|
Total Operating Expenses
|
78,020
|
76,845
|
|
|
|
Loss from operations
|
(62,705)
|
(26,519)
|
|
|
|
Other Income (Expense)
|
|
|
Other Income
|
5,750
|
19,947
|
Interest and other expense
|
(7,981)
|
(17,180)
|
Total Other Income (Expense)
|
(2,231)
|
2,767
|
|
|
|
Loss Before Income Taxes
|
(64,936)
|
(23,752)
|
Provision for Income Taxes
|
-
|
-
|
Loss from discontinued operations
|
$ (64,936)
|
$ (23,752)
|
-22-
On February 14, 2020, the Company recorded $225,316 to additional paid in capital for deconsolidation of VoiceInterop, Inc. and discontinued operations are not presented.
|
|
|
|
|
|
|
|
|
February 14,
|
|
September 30,
|
|
2020
|
|
2019
|
|
(Unaudited)
|
|
|
Current assets:
|
|
|
|
Cash
|
$ 2,279
|
|
$ 4,136
|
Accounts Receivable
|
4,780
|
|
-
|
Operating lease asset, net
|
62,226
|
|
-
|
|
|
|
|
Total Assets from discontinued operations
|
$ 69,285
|
|
$ 4,136
|
|
|
|
|
Current liabilities:
|
|
|
|
Accounts payable and accrued expenses
|
$ 92,236
|
|
$ 77,584
|
Operating lease liability, current
|
33,941
|
|
-
|
Deferred revenue, current portion
|
17,357
|
|
23,492
|
Deferred rent, current portion
|
-
|
|
896
|
Installment loan, net, current portion
|
31,269
|
|
14,587
|
Due to related parties
|
11,362
|
|
-
|
Due to unrelated parties
|
68,000
|
|
68,000
|
Total Current liabilities from discontinued operations
|
254,165
|
|
184,559
|
|
|
|
|
Long Term Liabilities
|
|
|
|
Deferred revenue, net of current
|
8,263
|
|
9,987
|
Deferred rent, long term portion
|
-
|
|
680
|
Operating lease liability, net of current
|
32,173
|
|
-
|
Deferred revenue, current portion
|
-
|
|
-
|
Total Long term liabilities from discontinued operations
|
40,436
|
|
10,667
|
|
|
|
|
Total Liabilities from discontinued operations
|
$ 294,601
|
|
$ 195,226
|
-23-