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~~date of earliest event reported): ~~April~~June 911, 2015

ENGAGE MOBILITY, INC. ~~(Exact name of registrant as specified in its charter)~~

Florida		333-169802		45-4632256
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

140 Walnut Street

Florida	333-182856	45-4632256
(State or other jurisdiction	(Commission File No.)	(IRS Employer
of incorporation)		Identification No.)

~~Kansas City~~15C, MOChina ~~64106~~Merchants Tower

~~(Address of~~No. ~~principal~~1166 ~~executive~~Wanghai Road, ~~offices)~~Nansha ~~(Zip Code)~~District

~~Registrant’s~~Shenzhen, ~~telephone number~~Guangdong, ~~including~~China ~~area code: (407)329-7404~~518067

~~N/A~~ (~~Former~~Address of ~~name~~principal orexecutive ~~former address~~offices, ifincluding ~~changed~~Zip ~~since last report.~~Code)

~~Check~~Registrant's ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~if the Form 8~~code: +86-~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see~~755-86575200 ~~General Instruction A.2. below):~~

~~☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~N/A

~~☐ Soliciting~~(Former name ~~material~~or ~~pursuant~~former toaddress ~~Rule~~if ~~14a-12~~changed ~~under~~since ~~the~~last ~~Exchange Act (17 CFR 240.14a-12~~report)

~~☐ Pre-commencement~~Check ~~communications~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14d~~the Form 8-~~2(b)~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2(b. 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-414(c) under the Exchange Act (17 ~~CFR 240~~CFR240.13e-4(c))

~~Section~~Item 14.01 –Changes in Registrant’s ~~Business~~ ~~and~~Certifying ~~Operations~~Accountant

~~Item~~ (1~~.01~~) ~~Entry~~Previous ~~into~~Independent ~~a Material Definitive Agreement~~Auditors

~~Stock~~On ~~Purchase~~February 17, ~~Agreement~~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 ~~April~~June 916, 2015, athe ~~Stock~~Company ~~Purchase~~dismissed ~~Agreement (“Stock~~Frazier ~~Purchase~~& ~~Agreement”)~~Deeter ~~was~~as ~~entered~~its ~~into~~registered byindependent ~~and~~public ~~among~~accounting ~~Engage~~firm ~~International~~and ~~Technology~~engaged ~~Co.~~Friedman ~~Ltd.~~ LLP (“~~Engage International~~Friedman”),. The ~~James~~decision S.to ~~Byrd,~~dismiss ~~Jr.~~Frazier ~~(“Byrd”)~~& Deeter and ~~Douglas~~retain S.Friedman ~~Hackett~~was ~~(“Hackett”)~~approved ~~(collectively,~~by the Company’s Board of Directors (the “~~Sellers~~Board”). ~~who~~During ~~are~~the ~~shareholders~~period offrom ~~Engage~~February ~~Mobility~~17, ~~Inc.~~2015 ~~(the~~to June 16, 2015 (“~~Company~~Engaged Period”), Frazier ~~and~~& Deeter reviewed the Company’s interim financial statements for the quarters ended December 31, ~~pursuant~~2014 toand ~~which~~March ~~Engage~~31, ~~International~~2015. ~~acquired~~During ~~from~~the Engaged Period, there have been no disagreements between the ~~Sellers~~Company aand ~~total~~Frazier & Deeter on any matter of 16accounting principles or practices,~~462,505~~ ~~shares~~financial ofstatement ~~the~~disclosure, ~~Company’s~~or ~~common~~auditing ~~stock~~scope or procedure, ~~representing~~which ~~75.61%~~disagreements if not ofresolved to the ~~Company’s~~satisfaction ~~issued~~of ~~and~~Frazier ~~outstanding~~& ~~shares.~~Deeter ~~Pursuant~~would have caused them to make reference thereto in their report on the ~~Stock~~financial statements. ~~Purchase~~During ~~Agreement~~the Engaged Period, athere ~~change~~were no reportable events, as defined in ~~control~~Item 304(a)(1)(v) of Regulation S-K of the ~~Company has~~Securities ~~occurred~~Exchange Act of 1934, as amended.

AThe Company provided a copy of the ~~Stock~~foregoing ~~Purchase~~disclosures ~~Agreement is~~to ~~filed~~Frazier ~~herewith~~& asDeeter ~~Exhibit~~prior ~~10.1.~~to ~~All~~the ~~descriptions~~date of the ~~Stock~~filing ~~Purchase~~of ~~Agreement~~this ~~herein~~Current ~~are~~Report ~~qualified~~on Form in8-K ~~their~~and ~~entirety~~requested bythat ~~reference~~ Frazier & Deeter furnish it with a letter addressed to the ~~text~~Securities ~~thereof~~& ~~filed~~Exchange asCommission stating anwhether ~~exhibit~~or ~~hereto,~~not ~~which~~it agrees with the statements in this Report. A copy of such letter is ~~incorporated~~filed ~~herein~~as Exhibit by16.1 ~~reference~~to this Current Report on Form 8-K.

~~Share~~(2) ~~Escrow~~New ~~Agreement~~Independent Auditors

On ~~April~~June 911, 2015, athe ~~Share~~Company ~~Escrow Agreement (“Share Escrow Agreement”) was~~ entered into byan ~~and~~engagement ~~among~~agreement ~~Engage~~with ~~International,~~Friedman ~~two shareholders of the Company, the Company and Hunter Taubman Weiss LLP (“Escrow Agent”), pursuant~~ to ~~which~~retain ~~Engage~~Friedman ~~International~~as ~~has agreed to place stock certificates representing 400,000 shares of~~ the Company’s ~~common~~independent ~~stock (the “Escrowed Shares”) out of the shares~~public ~~potentially sold by Hackett under the Stock Purchase Agreement (referenced above) into escrow~~accountant. ~~The~~On ~~release~~June of16, the Escrowed Shares are in connection with the event of listing the Company’s securities on the Nasdaq Stock Market (“Nasdaq”) or New York Stock Exchange (“NYSE”) within 24 months from the closing date of the stock purchase referenced above (the “Uplisting”). In the event that the Uplisting occurs within said 24 months2015, the ~~Escrowed~~Board ~~Shares~~approved ~~shall be deemed, for all purposes, to have been retained by Hackett~~ and ~~not~~ratified ~~sold to Engage International, thereby reducing~~ the ~~amount~~appointment of ~~shares~~Friedman ~~purchased from~~as ~~Hackett~~its ~~under~~new ~~the~~registered ~~Stock~~independent ~~Purchase Agreement by 400,000, without causing retroactive change to the purchase price thereunder.~~public ~~In the event that the Uplisting does not occur within said 24 months, the Escrowed Shares shall be transferred to Engage International with no additional cost~~accountant.

ADuring ~~copy~~the year ofended June 30, 2014, and during the ~~Share~~subsequent ~~Escrow~~interim ~~Agreement~~period through the date of this Current Report on Form 8-K, the Company isdid ~~filed~~not ~~herewith~~consult aswith ~~Exhibit~~Friedman ~~10.2.~~regarding ~~All~~(i) ~~descriptions~~the application of accounting principles to a specified transaction, (ii) the ~~Share~~type of ~~Escrow~~audit ~~Agreement~~opinion ~~herein~~that ~~are~~might ~~qualified~~be inrendered ~~their~~on ~~entirety~~the Company’s financial statements by ~~reference~~Friedman, in either case where written or tooral advice provided by Friedman would be an important factor considered by the ~~text~~Company ~~thereof~~in ~~filed~~reaching a decision as anto ~~exhibit~~any ~~hereto~~accounting, auditing ~~which~~or isfinancial ~~incorporated~~reporting ~~herein~~issues byor ~~reference~~(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).

~~Consulting~~Item ~~Contract~~9.01 Financial Statements and Exhibits

~~On April 9, 2015, the Company entered into a Consulting Contract~~ (~~the “Consulting Contract”~~d) with Design Labs, LLC (“Design Labs”), pursuant to which Design Labs shall provide consulting service to the Company in the consideration of a monthly fee of $5,000. The term of the Consulting Contract is from April 9, 2015 to December 31, 2015. Douglas S. Hackett, our former President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (please refer to disclosures under Item 5.02 below), is the Managing Director of Design Labs.

A copy of the Consulting Contract is filed herewith as Exhibit 10.3. All descriptions of the Consulting Contract herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.

Exhibit No.		Description
16.1		Letter from Frazier & Deeter, LLC, dated June 16, 2015, regarding Change in Certifying Accountant. (Filed herewith.)

~~License Agreement~~SIGNATURES

OnPursuant ~~April~~to ~~9, 2015,~~ the ~~Company entered~~ ~~into~~requirements aof ~~License Agreement (~~the ~~“License~~Securities ~~Agreement”)~~Exchange ~~with~~Act ~~Web~~of ~~Services LLC (“Licensee”)~~1934, ~~pursuant to which~~ the ~~Company~~registrant ~~granted~~has ~~the~~duly ~~Licensee~~caused athis ~~five-year~~report ~~royalty free license~~ to ~~access,~~ ~~use,~~be ~~exploit~~signed ~~and~~on ~~commercialize~~its ~~the~~behalf ~~Company’s existing~~by ~~mobile technology for business purpose within~~ the ~~territory of the United States. The license is non-exclusive and non-transferrable,~~ ~~and~~undersigned ~~may~~hereunto ~~only~~duly ~~be sub-licensed in the ordinary course of business~~authorized. ~~The license will expire on the fifth anniversary of this License Agreement.~~

ADate: ~~copy~~June ~~of the License Agreement is filed herewith as Exhibit 10.4. All descriptions of the License Agreement herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto~~16, ~~which is incorporated herein by reference.~~2015

2ENGAGE MOBILITY, INC. By: /s/ Hua Zhang Hua Zhang President and Chief Executive Officer

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

On April 9, 2015, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Engage International Technology Co. Ltd. (“Engage International”) pursuant to which Engage International purchased 1,100,000 shares of the Company’s restricted common stock, at the price of $0.50 per share for a total purchase price of $550,000 (the “Offering”). The issuance of the shares under the Offering was in reliance upon the exemptions from securities registration afforded by Regulation S (“Regulation S”) promulgated under Regulations of the Securities Act of 1933, as amended (the "Securities Act").

The sole purpose and objective of the Offering is to use the proceeds received from the Offering to pay off certain outstanding debt, loan, obligation or liability of the Company in the total amount of approximately $550,000, within three (3) business days of the closing of the Offering.

A copy of the Subscription Agreement is filed herewith as Exhibit 10.5. All descriptions of the Subscription Agreement herein are qualified in their entirety by reference to the text thereof filed as an exhibit hereto, which is incorporated herein by reference.

Section 5 – Corporate Governance and Management

Item 5.01 Changes in Control of Registrant

Disclosures regarding the Stock Purchase Agreement under Item 1.01 above and Exhibit 10.1 are incorporated hereunder in their entirety.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers

Pursuant to the terms of the Stock Purchase Agreement (referenced above), as a condition to the sale and transfer of the controlling stake of the Company, the existing directors and officers of the Company resigned simultaneously at the closing of the transaction contemplated by the Stock Purchase Agreement. Accordingly, James S. Byrd, Jr. ceased to be Chairman of the Board of Directors of the Company; and Douglas S. Hackett ceased to be President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company; and Eric Fellows ceased to be the Chief Operating Officer of the Company. At the same time, Mr. Hua Zhang was appointed to be the sole director and Chairman of the Board of Directors, as well as the Chief Executive Officer of the Company.

Mr. Zhang, age 66, has over 20-years experience in business management and marketing. Mr. Zhang was the President of Tianli Agritech, Inc. from 2006 to 2010. He established Beijing Fengrong Insurance Brokerage Co., Ltd. In 2010 and served as Chairman of the Board. He also established an investment fund management company in 2011 and served as the Legal Representative and Chairman. He established Shenzhen Engage Mobility Technology Co., Ltd in 2013 and successfully introduced the technology of augmented reality from the U.S. to China. He also contributed in the establishment of a joint venture, Datang Engage Mobility Inc. in 2014. He is Special Adviser to the Marketing Association of Beijing University, and tens of thousands of people across China have been to his lectures about marketing. With his connections in the domestic and international finance industry and profound business experience, he assisted three companies to go public in the United States. Mr. Zhang received a Bachelor degree from Hunan Economic Management University.

Section 9 – Financial Statements and Exhibits

Items 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Share Purchase Agreement dated April 9, 2015
10.2		Share Escrow Agreement dated April 9, 2015
10.3		Consulting Contract dated April 9, 2015
10.4		License Agreement dated April 9, 2015
10.5		Subscription Agreement dated April 9, 2015

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.

	Engage Mobility, Inc.
Date: April 10, 2015	By:	/s/ Hua Zhang
		Hua Zhang
		Chief Executive Officer and Chairman

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