Item
4.01. Changes in Registrant’s Certifying Accountant
Effective
as of February 6, 2017, Engage Mobility, Inc., a Florida corporation (the “Company”) dismissed Friedman LLP (“Friedman”)
as the independent registered public accounting firm engaged to audit the financial statements of the Company. The dismissal of
Friedman was approved by the Company’s board of directors on that date (“Board”). Friedman had served as the
Company’s independent auditors since June 16, 2015.
Prior
to the dismissal of Friedman, the firm audited the Company’s financial statements for the fiscal year ended June 30, 2015
and reviewed the Company’s unaudited interim report for the fiscal quarter ended September 30, 2015. The report of Friedman
on the financial statements of the Company for the fiscal year ended June 30, 2015 did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that such report
included an explanatory paragraph with respect to the Company’s ability, in light of its lack of revenues and history of
losses, to continue as a going concern.
During
the fiscal year ended June 30, 2015, and through February 6, 2017, there were no (a) disagreements (as defined in Item 304(a)(1)(iv)
of Regulation S-K) with Friedman on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to Friedman’s satisfaction, would have caused Friedman to make
reference to the subject matter thereof in connection with its reports for such years; or (b) reportable events, as described
under Item 304(a)(1)(v) of Regulation S-K.
The
Company provided Friedman with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from Friedman
a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of Friedman’s
letter dated February 10, 2017 is filed herewith as Exhibit 16.1.
Effective
as of February 6, 2017, the Company engaged HHC, LLP (“HHC”) as the Company’s independent registered public
accounting firm to audit the financial statements of the Company for the fiscal years ended June 30, 2016 and June 30, 2017.
During
the two most recent fiscal years, and through February 6, 2017, neither the Company nor anyone on its behalf has previously consulted
with HHC regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report
was provided nor oral advice was provided to the Company that HHC concluded was an important factor considered by the Company
in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject
of a disagreement (as defined in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable
event (as described in paragraph 304(a)(1)(v)) of Regulation S-K).