ZPAS Zoompass Holdings Inc (CE)

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Prior independent registered public accounting firm

On June 19, 2019, the Board of Directors of Zoompass Holdings, Inc. (the “Company”) approved the dismissal of its independent registered public accounting firm MNP, LLP (“MNP”). MNP audited the Company’s financial statements for the fiscal year ended December 31, 2017.

The report of MNP on the Company’s financial statements for the fiscal year ended December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope, or accounting principles.

During our most recent fiscal year and through the date of resignation, (a) the Company had no disagreements with MNP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of MNP would have caused it to make reference to the subject matter of the disagreement in connection with its reports and (b) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided MNP with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that the firm furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this Current Report on Form 8-K, and if not, stating the aspects with which they do not agree. A copy of the letter provided by MNP is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) New independent registered public accounting firm

On June 19, 2019, our Board of Directors approved the engagement of SRCO Professional Corporation (“SRCO”) as our independent registered public accounting firm and SRCO was engaged on June 19, 2019. During the Company’s two most recent fiscal years ended December 31, 2018 and 2017 and from January 1, 2019 through June 19, 2019, neither the Company nor anyone on its behalf consulted SRCO regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and no written report or oral advice was provided to the Company that SRCO concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable event as defined in Regulation S-K, Item 304(a)(1)(iv) and Item 304(a)(1)(v).