Amended Current Report Filing (8-k/a)
February 24 2015 - 11:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
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 17, 2015
ENGAGE
MOBILITY, INC.
(Exact name
of registrant as specified in its charter)
Florida |
333-182856 |
45-4632256 |
(State or other jurisdiction |
(Commission
File No.) |
(IRS Employer |
of incorporation) |
|
Identification No.) |
140 Walnut
St.
Kansas
City, MO 64106
(Address
of principal executive offices, including Zip Code)
Registrant's telephone number,
including area code: (407) 329-7404
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):
| ☐ | 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 CFR240.14d-2(b)) |
| | |
| ☐ | 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,
(the “Dismissal Date”) Engage Mobility, Inc. (the “Company”), as a result of the acquisition of substantially
all of the assets and business of its previous registered independent public accounting firm, Kingery & Crouse PA (“Kingery”),
by Frazier & Deeter, LLC (“Frazier & Deeter”), dismissed Kingery as its registered independent public accounting
firm and engaged Frazier & Deeter. The decision to dismiss Kingery was approved by the Company’s Board of Directors
(the “Board”). 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.
Through the period
covered by the audit of the Company’s financial statements for the years ended June 30, 2014 and 2013, as well as during
the subsequent interim period through the Dismissal Date, there have been no disagreements with Kingery 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 Kingery would have caused them to make reference thereto in their report on the financial statements. During
the year ended June 30, 2014 and 2013, and during the subsequent interim period through the Dismissal Date, 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 Kingery prior to the date of the filing of this Current Report on Form 8-K and requested
that Kingery 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 February 17, 2015,
the Board approved the appointment of Frazier & Deeter as its new registered independent public accountant, and the Company
formally engaged Frazier & Deeter as the Company’s independent public accountant on February 17, 2015.
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 Frazier & Deeter 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 Frazier & Deeter, in either case where
written or oral advice provided by Frazier & Deeter 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. |
|
Description |
16.1 |
|
Letter from Kingery & Crouse, P.A., dated February 24, 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: February 24, 2015
|
ENGAGE MOBILITY, INC. |
|
|
|
By: |
/s/ Douglas S. Hackett |
|
|
Douglas S. Hackett President, Chief Executive Officer, Chief Financial Officer,
Secretary and Treasurer |
Exhibit 16.1
February 24, 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 February 24, 2015,
of Engage Mobility, Inc. and are in agreement with the statements contained therein.
Kingery & Crouse, P.A.
/s/ Kingery & Crouse, P.A.
Tampa, Florida
2801 WEST BUSCH BOULEVARD, SUITE 200, TAMPA,
FLORIDA 33618
PHONE: 813.874.1280 ■ FAX: 813.874.1292
■ WWW.TAMPACPA.COM
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