Current Report Filing (8-k)
17 June 2015 - 4:30AM
Edgar (US Regulatory)
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): June 11, 2015
ENGAGE
MOBILITY, INC.
(Exact name
of registrant as specified in its charter)
Florida |
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333-182856 |
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45-4632256 |
(State or other jurisdiction |
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(Commission File No.) |
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(IRS Employer |
of incorporation) |
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Identification No.) |
15C, China Merchants
Tower
No. 1166 Wanghai
Road, Nansha District
Shenzhen,
Guangdong, China 518067
(Address
of principal executive offices, including Zip Code)
Registrant's
telephone number, including area code: +86-755-86575200
N/A
(Former name
or former address if changed since last report)
Check
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Item 4.01 |
Changes in Registrant’s Certifying Accountant |
(1) Previous Independent Auditors
On February
17, 2015, Engage Mobility, Inc. (the “Company”), dismissed Kingery & Crouse PA (“Kingery”) as its registered
independent public accounting firm and engaged Frazier & Deeter, LLC (“Frazier & Deeter”) as a result of the
acquisition of substantially all of the assets and business of Kingery by Frazier & Deeter. The report of Kingery on the Company’s
financial statements for the years ended June 30, 2014 and 2013, did not contain an adverse opinion or disclaimer of opinion, and
such report were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report contained
a going concern paragraph. This change in the Company’s certifying accountant was reported in a Current Report on Form 8-K
filed on February 24, 2015.
On June 16,
2015, the Company dismissed Frazier & Deeter as its registered independent public accounting firm and engaged Friedman LLP
(“Friedman”). The decision to dismiss Frazier & Deeter and retain Friedman was approved by the Company’s
Board of Directors (the “Board”). During the period from February 17, 2015 to June 16, 2015 (“Engaged Period”),
Frazier & Deeter reviewed the Company’s interim financial statements for the quarters ended December 31, 2014 and March
31, 2015. During the Engaged Period, there have been no disagreements between the Company and Frazier & Deeter on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of Frazier & Deeter would have caused them to make reference thereto in their report on the financial
statements. During the Engaged Period, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K
of the Securities Exchange Act of 1934, as amended.
The Company
provided a copy of the foregoing disclosures to Frazier & Deeter prior to the date of the filing of this Current Report on
Form 8-K and requested that Frazier & Deeter furnish it with a letter addressed to the Securities & Exchange Commission
stating whether or not it agrees with the statements in this Report. A copy of such letter is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
(2) New Independent Auditors
On June 11,
2015, the Company entered into an engagement agreement with Friedman to retain Friedman as the Company’s independent public
accountant. On June 16, 2015, the Board approved and ratified the appointment of Friedman as its new registered independent public
accountant.
During the
year ended June 30, 2014, and during the subsequent interim period through the date of this Current Report on Form 8-K, the Company
did not consult with Friedman regarding (i) the application of accounting principles to a specified transaction, (ii) the type
of audit opinion that might be rendered on the Company’s financial statements by Friedman, in either case where written or
oral advice provided by Friedman would be an important factor considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former
auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).
Item 9.01 |
Financial Statements and Exhibits |
(d)
Exhibit No. |
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Description |
16.1 |
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Letter from Frazier & Deeter, LLC, dated June 16, 2015, regarding Change in Certifying Accountant. (Filed herewith.) |
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 hereunto duly authorized.
Date: June 16, 2015
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ENGAGE MOBILITY, INC. |
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By: |
/s/ Hua Zhang |
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Hua Zhang
President and Chief Executive Officer |
Exhibit 16.1
June 16, 2015
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of the Form 8-K dated June 16, 2015, of Engage
Mobility, Inc. and are in agreement with the statements contained therein in so far as they relate to our firm.
Frazier & Deeter, LLC
/s/ Frazier & Deeter, LLC
Atlanta, GA
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