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 19, 2019
ZOOMPASS HOLDINGS, INC.
(Exact Name of Registrant as Specified
in Charter)
| Nevada |
|
333-203997 |
|
30-0796392 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File No.) |
|
(IRS Employer
Identification No.) |
|
2075 Kennedy Road
Suite 404
Scarborough, Ontario |
|
M1T 3V3 |
| (Address of principal executive offices) |
|
(Zip Code) |
(416) 452-5254
Registrant’s telephone number,
including area code
Former name or former address, if changed
since last report:
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) |
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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 CFR 240.14d-2(b)) |
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| [ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit |
|
Description |
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| 16.1 |
|
Letter of MNP, LLP dated June 19, 2019. |
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.
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Zoompass Holdings, Inc. |
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| Date: June 19, 2019 |
By: |
/s/ Mahmoud Hashem |
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|
Mahmoud Hashem, Chief Executive Officer |
