Current Report Filing (8-k)
August 06 2020 - 7:48AM
Edgar (US Regulatory)
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
August 5, 2020
Date of Report
(Date of earliest event reported)
ODYSSEY GROUP
INTERNATIONAL, INC.
(Exact name of
registrant as specified in its charter)
333-200785
(Commission File
Number)
Nevada
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47-1022125
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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2372 Morse Ave., Irvine, CA
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92614
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(Address of principal executive offices)
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(Zip Code)
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(619) 832-2900
(Registrant’s
telephone number, including area code)
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):
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(g) of the Act:
Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock ($0.001 par value)
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ODYY
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OTC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ¨
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Item 4.01
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Change in Registrant's Certifying Accountant.
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(a)
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Former Independent Registered Public Accounting Firm
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Odyssey Group International,
Inc. ("Odyssey" or the "Company") received notice from its independent registered public accounting firm, Piercy
Bowler Taylor & Kern (“PBTK”), that the shareholders and professional staff of PBTK joined BDO USA, LLP (“BDO”),
effective July 1, 2020. As a result, on August 5, 2020, the Company received notice that PBTK was resigning as the Company’s
independent registered public accounting firm for and with respect to the fiscal year ending July 31, 2020.
During the two fiscal
years ended July 31, 2019 and 2018, and the subsequent interim periods through August 5, 2020, there were no: (1)
disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with PBTK on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the
disagreement, or (2) reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
The audit reports of PBTK
on the Company’s financial statements as of and for the years ended July 31, 2019 and 2018 did not contain an adverse opinion
or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except
that the reports included an explanatory paragraph noting that the Company has incurred recurring losses from operations and is
dependent on additional financing to fund operations, and that such conditions raise substantial doubt about the Company’s
ability to continue as a going concern.
The Company provided PBTK
with a copy of the foregoing disclosures and requested PBTK to furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the above disclosures. A copy of the letter furnished pursuant to that
request is filed as Exhibit 16.1 to this Current Report on Form 8-K.
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(b)
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New Independent Registered Public Accounting Firm
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On August 5, 2020, the Audit
Committee appointed BDO as the Company’s new independent registered public accounting firm,
effective immediately. During the fiscal years ended July 31, 2019 and 2018, and during all subsequent interim periods through
August 5, 2020, neither the Company nor anyone on its behalf consulted with BDO regarding (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 the Company’s
financial statements, and in each case where a written report or oral advice was provided to the Company that BDO 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” with its former auditors within the meaning of Item 304(a)(1)(iv)
of Regulation S-K and the related instructions or a “reportable event” within the meaning of Item 304(a)(1)(v) Regulation
S-K.
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Item 9.01
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Financial Statements and Exhibits
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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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ODYSSEY GROUP INTERNATIONAL, INC.
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Date: August 6, 2020
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By:
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/s/ Joseph Michael Redmond
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Name: Joseph Michael Redmond
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Title: Chief Executive Officer
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