UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~ 21August 1, 2024 (~~February~~August 165, 2024)

CLEARTRONIC, INC.
(Exact name of registrant as specified in its charter)

Florida

000-55329

65-0958798

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

28050 US Hwy 19 N, Suite 310, Clearwater, FL 33761

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 813-289-7620

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

-1-

Item 41.01 - ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Agreement.

On ~~February~~August 161, 2024, the ~~audit~~Company ~~practice~~entered ofinto ~~Assurance~~an ~~Dimensions~~Agreement to acquire the assets, current clients, and agreed to retain certain employees of Alastar (“~~Assurance~~Alastar”), ~~resigned~~ asa software platform founded by and jointly owned by Advanced Technology International, a nonprofit corporation, and the ~~independent~~South ~~registered~~Carolina ~~public~~Research ~~accounting~~Authority, ~~firm~~a ~~for~~South Carolina nonprofit corporation. Under the terms of the agreement, Cleartronic receives the intellectual properties, ~~Inc~~trademarks, software platform and other assets of Alastar, along with their client base. (The Company also retained Alastar’s employee group which will eliminate having to use outside technical resources. The immediate financial impact on the “Company”) will be an increase in cash offset by an increase in deferred revenue without assuming any other liabilities.

~~The~~On ~~Company~~August ~~provided~~5, ~~Assurance~~2024, ~~with~~all aterms ~~copy~~were ofsatisfied, ~~this~~and ~~Current Report on Form 8-K (~~the ~~“Report”)~~agreement ~~prior~~was ~~to its filing with the Securities and Exchange Commission (“SEC”)~~closed.

On February 19, 2024, a majority of the directors of Cleartronic Inc. engaged M&K CPAS, PLLC (“M&K”) as its independent registered public accounting firm. Neither the Company nor anyone on its behalf has consulted M&K regarding (i) the application of accounting principles to a specific completed or contemplated transaction, (ii) the type of audit opinion that might be rendered on the Company’s financial statements, or (iii) any matter that was the subject of a disagreement or event identified in response to item 304(a)(2) of Regulation S-K.

The Company provided M&K with a copy of this Current Report on Form 8-K (the “Report”) prior to its filing with the Securities and Exchange Commission (“SEC”).

Item 9.01 Financial Statements and Exhibits

(a) The following Exhibit is being filed with this Current Report on Form 8-K:

Exhibit
Number		Description
16.1		Letter from resigning Auditor, dated February 21, 2024
10.01		Asset Purchase Agreement between Cleartronic, Inc. and Advanced Technology International and the South Carolina Research Authority
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: February 21, 2024	CLEARTRONIC, INC.
Date: August 7, 2024	CLEARTRONIC, INC.
	By:	/s/Michael M. Moore
		Michael M. Moore
		Chief Executive Officer
	By:	/s/Larry Reid
		Larry Reid
		Chief Financial Officer

-2-

Filing Compare · Cleartronic, Inc.