8-K

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): September 25, 2018 (September 13, 2018)

MoneyOnMobile, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Texas	000-53997	20-8592825
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 North Akard Street, Suite 2850, Dallas, Texas	75201
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (214) 758-8600

Not Applicable

(Former name, former address and former fiscal year, 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:

¨            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 CFR 240.14d-2(b))

¨            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 4.02(b) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On September 13, 2018, the Company's predecessor independent accountant, Liggett & Webb, P.A. ("L&W") issued a letter to the Company in response to the Company's filing of its 8-K filed with the SEC on September 12, 2018 (the "L&W Letter"). L&W audited and issued audit reports on the financial statements of the Company for the fiscal years ended March 31, 2017, March 31, 2016, March 31, 2015 and March 31, 2014 (the "L&W Financial Statements").

The L&W Letter recommended the Company should file a Current Report on SEC Form 8-K disclosing that the Company's previous L&W Financial Statements, and L&W's reports thereon, as well as any other financial statements or financial information issued by the Company during the periods of L&W's engagements, should not be relied upon.

The Company believes the filing of this non-reliance periodic filing to be premature and temporary as the Company's audit committee investigation is not complete. Additionally, the Company has not had the opportunity to complete its analysis of the facts, circumstances, literature, and materiality of the allegations noted in the RBSM letter sent to the Company on July 21, 2018, which was filed as exhibit 16.1 in the Company's periodic filing with the SEC on September 12, 2018. A copy of the Liggett & Webb Letter is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 8.01 Other Events

On September 25, 2018, the Company issued another Letter to Shareholders from its Chairman and CEO Harold H. Montgomery to address the Company's 8-K filed with the SEC on September 12, 2018. The letter provided an update on how the Company is addressing their predecessor auditor concerns. A copy of the Letter to Shareholders is attached to this report as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Letter from Liggett & Webb, P.A.
99.2	Letter to Shareholders from CEO

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.

	MONEYONMOBILE, INC.
September 25, 2018	By:	/s/ Scott S. Arey
		Scott S. Arey
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Letter from Liggett & Webb, P.A.
99.2	Letter to Shareholders from CEO

EX-99.1

Exhibit 99.1

432 Park Avenue South, 10th Floor New Yo r k, NY 10016 / (212) 481-3490

1500 Gateway Bo u le va rd , Suite 202 Boynton Beach, FL 33426 / (561) 752-1721

LIGGETT & WEBB, P.A.

September 13, 2018

VIA E-MAIL AND FEDERAL EXPRESS

The Audit Committee and Board of Directors of

MoneyOnMobile, Inc.

c/o Mr. Harold Montgomery Chairman of the Board

500 North Akard Street Suite 2850

Dallas , Texas 75201

Dear Mr. Montgomery:

On September 12, 2018, MoneyOnMobile, Inc. (the "Company") filed with the SEC a Current Reporting on Form 8-K Items 4.01 and 9.01 (the "September 8-K"), reporting that:

(1)on July 21, 2018, RBSM, LLP, the Company' s auditor, ("RBSM"), informed the Company's audit committee (the "AC"), via letter, of allegations of fraud within the Company and its management ;

(2)after an investigation by the AC of the fraudulent allegations , the AC Chairman informed RBSM that " based on the AC's investigation the allegations were likely true," and that fraudulent transactions took place during 2013 to 2017;

(3)the Company' s Board of Directors met on August 29, 2018 and approved a motion and resolution that the " Board approves the report issued by the Audit Committee and approves the Company to file with the

U.S. SEC form 8-K Form 4.02(a) as investors may not fully rely on the Company's previously issued financial statements ," but such Form 8-K Form 4.02(a) has not been filed with the SEC because " Mr. Montgomery in his capacity as Chairman and CEO, and sole member of the Company's Board of Directors had decided to not accept the conclusions reached by the AC prior to their resignation without further investigation by the

Comp any' s senior management of the allegations"; and

(4)on September 4, 2018, RBSM delivered a letter (the " l 0A Letter") to the Company pursuant to Section 10A(b) of the Securities Exchange Act of 1934, as amended, which letter is annexed to the September 8-K as Exhibit 16.1, stating that RBSM had resigned as the auditor of the Company becaus e, among other reasons:

(a)RBSM was not " able to obtain appropriate , sufficient and competent evidential matter . . . to complete [its] audit procedures , specifically in regards to transactions involving the Group 's transactions in India as well as obtaining representations from senior management of the Company' s alleged majority controlled Indian subs idiari es",

(b)during the course of the 2018 audit, which was never completed , RBSM "identified a number of deficiencies including statements by senior accounting department staff in India that they had no record of certain material transactions and that certain accounting entries were fictitious", and

(c)RBSM learned from a "senior member of the accounting and finance department at the Company's Indian subsidiary ... that the subsidiary had recognized and recorded fictitious revenues , understated liabilities and misappropriated assets in prior reporting periods," for which "senior management in the US, India and a statutory audit firm for its Indian subsidiary" were involved, and that the AC stated that these "allegations were likely true."

Exhibit 99.1

RBSM was engaged on March 14, 2018 to audit the consolidated financial statements of the Company for the fiscal year ended March 31, 2018. However, because of the issues noted in the 10A letter , RBSM did not issue the report on the Company's March 31, 2018 consolidated financial statements. RBSM specifically detailed the following three reasons for its resignation as the Company's auditor in its l0A Letter: " (1) the Company' s inability to time ly complete its investigation into alleged falsity of the Group ' s financial records in relation to transactions involving the Indian subsidiaries; (2) the deliberate interference by the management in our audit process; and (3) the threats of litigation which impair our independence. These recent developments undermine our ability to rely on the representations of the management which is an essential element of the audit process." RBSM further stated in its 10A Letter: "The Company should take immediate steps to file a Current Report on SEC Form 8-K disclosing the non-reliance on the Company' s previous financial statements . Note that we [RBSM] decline to be associated with any of the Company' s financial communications from March 14, 2018 to the date of this le tter." The Company has not yet taken any action concerning such non­-reliance.

As you are aware, Liggett and Webb P.A. ("L&W") audited and issued audit reports on the financial statements of the Company for the fiscal years ended March 31, 2017, March 31, 2016 , March 31, 2015 and March 31 , 2014 (collectively , the "Financial Statements").

Under applicable SEC Rules and Regulations (including Section 7 of the Securities Act of 1933), the Company is required to obtain the consent of L&W to include its Audit Report on the Financial Statements in any filings or transactions requiring the disclosure of historical financial information. L&W has not undertaken its own investigation into the allegations of fraud made to RBSM and investigated by the Company' s AC. Nevertheless, the allegations of fraudulent financial reporting made to RBSM - which the Company' s AC concluded are "likely true" - encompassed the periods that were the subject of L&W's audit reports on the Financial Statements. Thus, the circumstances that led to RBSM's issuance of the 10A Letter and its decision to withdraw from the engagement by the Company, including the scope of the alleged fraud and the inability to rely on representations of management, are applicable to the Company's previous Financial Statements audited by L&W.

Based on the foregoing, we have concluded that L&W must withdraw its audit opinions on each of the Financial Statements. L&W further declines to be associated with any of the Company ' s financial communications or financial statements during the periods that L&W was engaged by the Company. The Company should take immediate steps to file a Current Report on SEC Form 8-K disclosing that the Company's previous Financial Statements, and L&W' s reports thereon, as well as any other financial statements or financial information issued by the Company during the periods of L&W's engagements, should not be relied upon.

We hereby consent to a copy of this letter being supplied to the Securities and Exchange Commission (" SEC") and the succeeding auditor to be appointed.

If you have any questions, please direct them to our counsel, John H. Eickemeyer, Esq., at Vedder Price P.C., (212) 407-7760 or jeickemeyer@vedderprice.com.

Very Truly Yours,

/s/ LIGGETT & WEBB, P.A.

EX-99.2

Exhibit 99.2

Open Letter to MOMT Shareholders from Harold Montgomery, CEO.

On September 12, 2018, the company released an 8-K stating that the Company’s auditors, RBSM, resigned. In addition, RBSM has raised several issues related to our financial statements. I believe that it may be useful to shareholders to have some additional information to clarify the statements made in the 8-K and what we are doing to address the concerns RBSM raised.

Specifically, RBSM raised the following points:

RBSM Statement #1:

Based upon claims made by a senior member of the accounting and finance department of the Company’s Indian subsidiaries, there were allegations of potential fraud and illegal acts at the Company. The individual informed RBSM that there was fraud committed by members of the Company’s US and Indian management team which impacted the Indian subsidiary accounting records and likely the Company’s consolidated financial statements.

MOMT Response:

The alleged potential fraud in question arises from the acquisition of a company known as SVR by one of the Indian subsidiaries in 2016. This entity was created and owned by the Indian Management team in 2012 as a means of acquiring prepaid cell phone time from BSNL, the Indian government monopoly serving rural areas. When the workings of SVR became clear, it was apparent that conflicts of interest existed. As a result, MOMT acquired SVR in 2016 and shut it down.

The allegation of potential fraud by RBSM arises from this acquisition. The accounting entry in question is a single event, not a systemic issue. The accounting treatment of this acquisition, however, is complex and it has taken time to understand both the nature of the accounting and the consequences (if any) for US reporting.

The Company’s Audit Committee (AC) investigated this issue to the best of its abilities in August of 2018 and delivered a report to the Board (the “AC Investigation”). The investigation was denied access to key records and employees of the Mumbai subsidiary. A third-party accounting firm was engaged to assist with the AC investigation. The firm noted that they could not conduct work under the conditions which prevailed at the company’s office in Mumbai at the time. In addition, the company lacked financial resources to engage additional third-party professionals to assist with the investigation.

I am not named in the RBSM letter, and was not involved in the investigation. After the Board resigned, I took up the matter to see it through to its conclusion.

I believe that the AC report is incomplete owing to:

1. The report does not tie SVR transactions to the US entity books directly and specifically. We do not currently have clear and definitive evidence of how this transaction was treated on the US books for MOMT.

2. The AC report did not involve the prior audit firm. No attempt was made to contact our previous audit firm for their input into this matter. Considering that the events in question occurred in their audit year, I believe that the prior audit firm should have been contacted. Their explanation of their treatment of this matter is important to hear.

3. The AC report did not involve the CFO of the US entity. No attempt was made to contact or involve the US CFO in the investigation. Considering that he was the chief architect of our financial reporting at the time, I believe he should have been involved in the investigation. Consultation with external advisors have confirmed this view.

4. The AC had to conduct its work without the benefit of a third-party advisor or the assistance of the local Indian Management team who refused to cooperate. I will involve a third-party resource for this purpose. The accounting issues under examination are complex and require professional examination by those who have the necessary experience and expertise. Further, I am committed to ensuring the objectivity of the final reporting product.

For these reasons I considered the AC report to be incomplete. As the only Board member of the company remaining after the submission of the AC report, I declined to sign and publish an 8-K that I considered to be based on incomplete research and possibly containing a faulty conclusion.

I accept the AC report as far as it goes and am using it as a basis for the final stage of investigation.

RBSM Statement #2:

There is open discord between the US management and minority shareholders and management of the Indian subsidiaries.

The production of requested documents supporting management’s assertions in the financial statements has been purposely delayed or not provided to us.

Exhibit 99.2

MOMT Response:

I believe this issue is well known to shareholders and was documented in our 8-Ks of August 22 and September 11, 2018. This lack of cooperation was not the case in prior years. This lack of support was key in frustrating both our annual audit and the AC investigation of the SVR matter. While we are working to resolve matters in Mumbai and are confident of our legal position there, the situation does not support the completion of an audit at this time.

RBSM Statement #3:

Responses to our Firm’s inquiries of Company’s management as to the existence of fraud and confirmation of related party transactions, have been consistently ignored and have purposely not been provided by the Indian management team.

MOMT Response:

The entire US management team supplied the required disclosure documents. The Indian team did not.

RBSM Statement #4:

The audited financial statements for the fiscal year ended March 31, 2017 filed by SVR with the Indian Government are materially different than the financial information used for the Company’s consolidated financial statements for the fiscal year ended March 31, 2017. The footnotes to the Company’s consolidated financial statements for the fiscal years ended March 31, 2017 and 2016 do not disclose that SVR is a related party. The audited financial statements for SVR filed with the Indian authority were approved by US management.

MOMT Response:

The variation in the reports from SVR are due to the US entity not accepting certain accounting treatments used in the SVR books.

What’s Next:

I have taken the work of the prior Audit Committee related to Statement #1 and taken it forward. My goal is to find the truth as supported by facts and documents. I have undertaken the engagement of a third-party firm to investigate the accounting entries in question and will follow them to their conclusion - whatever that conclusion may be. If there is fraud involved, we will find it and disclose it and those who are responsible will be held accountable.

Both our prior auditors and the CFO will be interviewed as part of this process.

Lastly, we will publish the full and complete results of the investigation and share the results with shareholders. We are moving on this issue now and hope to have results for you in the coming weeks.

Subsequent Actions of Liggett & Webb:

Subsequent to the resignation of RBSM, Liggett & Webb, our auditors who preceded RBSM issued a statement to the Company that it has withdrawn its audit statements for the periods in question. Their decision is based on the statements made in the RBSM letter of July 21 and the RBSM resignation letter. Liggett & Webb cited no other reasons for their withdrawal.

Upon conclusion of the investigation, we will present the results to Liggett & Webb for their consideration. They may reverse their decision at that time.

Let me be clear that I take this matter with the utmost seriousness. I will follow the conclusion of this investigation wherever it leads and report to shareholders. I will do so as rapidly as possible.

Harold Montgomery

214-837-2765

hmontgomery@moneyonmobile.in